Rayonix: The Puella Magi Guardian
by Kamen Rider Chrome
Summary: An AU of Puella Magi Madoka Magica. A new character enters the timeline, altering key events to not only save Madoka but all the girls. However, a new enemy emerges from the darkness and it will beyond anything that the Puella Magi have ever faced.
1. Prologue

**Rayonix, the Puella Magi Guardian**

Mami Tomoe was a Puella Magi (Mahou Shoujo/Magical Girl) who fought against demonic Witches in Mitakihara City. She had been alone since the death of her parents and had nobody to share her secret with. This all changed when she met and saved two girls within a Witch's Barrier named Madoka Kaname and Sayaka Miki. Mami always thought that she would have to fight alone until Madoka offered to fight by her side. That was the happiest moment of her life. However, now her life was about to come to an end.

She thought she had the Witch Charlotte right where she wanted her but then a giant worm-like monster with a clown's face and a hungry expression burst from the plushy-like Witch's mouth. It opened its jaws that were filled with sharp teeth and Mami stood like a deer that was caught in the headlights. She couldn't move. She was going to die!

However, her death would not be coming soon as a blue and red beam of energy struck the worm in the head and knocked it aside, saving Mami's life at the last second. Madoka and Sayaka were stunned and Kyuubey was curious. What just happened.

"Looks like I made it just in time," a male voice was heard and the three girls and plus one Kyuubey saw someone standing atop a stack of cupcakes He was humanoid and clad in a blue bodysuit that sported red gloves and boots. He wore reinforced, silver chest armor and had spikes on his shoulders. His head was masked by a silver helmet that was equipped with a pair of blue horns, a blue mouthplate and he had glowing yellow eyes. He wore a belt with a blue and gold buckle that sported two points much like his horns. He had his arms in an L-formation and they were smoking.

He had been the one to save Mami's life.

"Kyuubey, who is that?" Madoko asked.

Kyuubey just stared with beady, red eyes. That was when Homura joined them.

"Hey!" Sayaka shouted as she saw the dark-haired girl.

"I see he's here," said Homura.

"Homura-chan, how did you get free?" Madoko asked, referring to Mami's binding spell. She then guessed and looked up at the male figure who'd just saved Mami. "Was it him?"

Homura didn't respond but her thoughts were trouble, '_Who is he? He didn't appear before? Why now?_'

The Clown Worm, which was Charlotte's second form rose up and focused its deranged eyes on the newcomer. It licked its lips and lunged forward. The blue and red warrior leapt off his perch and Charlotte smashed face-first into the desert.

"Hey, you gotta be quicker than that!" the blue-red man taunted. Charlotte glared and lunged at him. He flipped back and with both his feet kicked into Charlotte's chin, tossing her head backwards. Looking at the girls, he realized he had no time to play around and so decided to finish it.

"Oi, blondie!" he called to Mami. "Back me up, will ya?"

Mami nodded and then produced her guns which she fired rapidly at Charlotte. Explosions erupted from the Clown Worm's body as it was being bombarded. The blue-red fighter's eyes glowed and he spread his arms out to the sides. Particles of light focused in his chest and his horns began to flow. The energy then transferred into his arms and he launched himself into the air.

"RAYONIX SLASH!" he shouted as he swung his arms forward. Crescent blades of energy shot towards the Clown Worm and cut right through. The Clown Worm howled in agony from the attack. Mami took advantage of the moment to execute her finisher. She summoned up her massive gun and aimed at the Clown Worm.

"TIRO FINALE!" The blast from her massive gun hit Charlotte's Clown Worm form and destroyed it explosively.

With the end of the Witch, the Barrier ceased to exist and the girls were all returned to the real world. All that was left of Charlotte was her Grief Seed which the blue-red figure picked up in his hand. "Here," he said as he tossed the Grief Seed to Mami who caught it. "Ja ne," he said before he turned to walk away.

"Wait," said Homura and he stopped. "Who are you?" she questioned suspiciously.

"Kamen Rider," he answered. "Kamen Rider Rayonix."

"Kamen Rider…?" Madoka said questionably.

"Wow!" Sayaka was awed. "You were so cool!"

"Well, of course I was," said Rayonix, smiling under his helmet. "Oh, by the way, Tomoe-san, I suggest that next time you don't tie up your allies."

Mami was surprised and questioned, "How do you know my name?"

"I've been watching you," said Rayonix. "I also know who you are, Homura Akemi, Sayaka Miki and Madoka Kaname. Not to mention…Kyuubey." His tone when he said Kyuubey's name was cold. "Consider yourselves lucky that I came just in time or else Tomoe-san would end up a head shorter."

Sayaka and Madoka gulped. It did seem that way. The Clown Worm would've bitten Mami's head off it weren't for his timely arrival.

"Thank you," said Mami, bowing gratefully, "I owe you."

'_Could you remove your mask?_' Kyuubey asked Rayonix.

"Sorry, but not right now," Rayonix declined. "Oh, Miki-san, Kaname-san, I hope that you both think carefully before either of you decide to be Puella Magi. Is it worth your life?" He then ran off, turning a corner. Sayaka chased after him but as she turned the corner she saw that he was gone. "Damn, missed him!"

"He's right," said Homura. "You both shouldn't try to become Puella Magi. It isn't worth it." And with that said Homura walked away.

"Well," began Mami as she clapped her hands together, "I do believe now it's time for some tea and dessert."

"Please, no dessert," groaned Sayaka. "I don't think I can look at another piece of cake after what just happened."

"And it's already getting late," said Madoka. She then went and hugged Mami. "Thank goodness you're alright, Mami-san."

Mami was surprised by the gesture before returning the hug tenderly. Sayaka whistled as she watched the exchange of affection before Madoka let go.

"I promise to fight by your side one day," said Madoka, "But I just need to think about it more."

"I can't blame you," said Mami as she rubbed her neck. Rayonix's comment had made her think of her own mortality. She then remembered she needed to do something and used the Grief Seed to purify her Soul Gem. The used Grief Seed was then tossed over to Kyuubey who 'ate' it.

* * *

><p>Later that night, Rayonix stood on the top of a building and in a flash of blue light he changed into human form. He wore a red jacket which had two vertical rows of buttons, blue jeans and black shoes. He also had short brown hair and intense green eyes. Clenched in his right hand was his belt buckle.<p>

"I was almost too late," he murmured. He stared down at the buckle. "Thank goodness I wasn't."

The buckle split open, revealing a blue screen with a dark silhouette on it that had glowing eyes and a mouth. The silhouette's shape resembled his Rider form and it spoke, "_It was a close call, Rei. Hopefully, we can cement the bonds of trust between us and them_."

"I hope so too, Raymon," Rei answered. "They're going to need all the help they can get for what's coming so none of them can die…and none of them can descend into darkness. I won't allow it."

"_You should confront Homura Akemi about what she knows. I think she's just like us_," Raymon suggested.

"That's the plan," Rei replied. "I'll ask her about it tomorrow at school. Right now I just want to rest in my own bed." The screen flashed rapidly in red. "Oh…don't tell me…" he groaned.

"_A Witch's Barrier has formed nearby_," Raymon alerted, "_And the Puella Magi named Homura Akemi is already confronting the Witch responsible._"

"Well, I guess now we don't have to wait until tomorrow." He then raised up the Ray Buckler and called, "Rayonix Reload!"

* * *

><p>The Witch's name was Roberta and she was the birdcage witch. An appropriate name considering she was trapped within a birdcage. She appeared as a headless female figure clad in lingerie. Her minions were bird-headed men which disgusted her and who only tried to gain her favor which she never gave.<p>

Homura had dealt with the minions and now was about to finish off Roberta. She summoned a rocket launcher and took aim before letting loose a rocket which flew towards Roberta. She could not escape and was consumed by an explosion. The Witch's Barrier faded and Homura picked up the Grief Seed left behind.

"Looks like you have it all under control," Homura heard and turned to see Rayonix. She whipped out a revolver and had it aimed at him. "Hey, relax, Akemi-san. I just want to talk."

"Then talk," said Homura as she pulled back the hammer.

"Walpurgis Night, let's talk about that," said Rayonix. Her eyes widened. "I knew that'd get your attention," Rayonix boasted. Homura put her revoler away and crossed her arms.

"What do you know about Walpurgis Night?" she asked.

"I know it's coming soon and I also know you want to face it alone," he explained. "You can say our circumstances are a lot alike." Homura winced a little but whether Rayonix noticed or not, he didn't say. "You're trying to dissuade those two girls from becoming Puella Magi."

"Because it's not worth risking their lives over," answered Homura.

"Aren't you being a little hypocritical?" he questioned.

"Weren't you doing the same earlier?" she returned.

"I was just asking them if they were willing to stake their lives like you and Tomoe-san, that's all," shrugged Rayonix. "However, I doubt just the two of you is enough."

"There is another," said Homura.

"Yes, Kyouko Sakura. She was supposed to come if Tomoe-san had died or something, right?" Rayonix asked.

"Or something. Now, how do you know all these things? You said our circumstances are alike," Homura pressed on.

"Your magic partially revolves around time manipulation, am I right?" Rayonix questioned. "You can do things like freeze time giving you an advantage over your opponents. You can also do other things like…travel through time, right?"

Homura's fists clenched.

"Then I guess we're alike like that," said Rayonix, crossing his arms. "Like Puella Magi I made a wish in exchange for this power but I also had to give up something just as precious."

"And what is this precious something you gave up?" Homura asked.

"Too little too soon for you to ask me about the details of my contract, isn't it? However, I think that the best thing to do is to make sure they do become Puella Magi," said Rayonix.

"I can't let that happen. Those who become Puella Magi…"

"Risk turning into Witches themselves," Rayonix finished.

_'That's surprising_,' said Kyuubey as he appeared out of the blue. '_I didn't think someone like you would know that_.'

"You'd be surprised, Kyuubey," said Rayonix coldly, "Or should I say 'Incubator'?"

Kyuubey scratched the back of his ear and asked, '_So, who are you exactly?_'

"Someone who has the power to stop the birth of new Witches," said Rayonix. "Akemi-san, may I see your Soul Gem?"

Homura's eyes narrowed. She didn't trust anyone but she felt she could trust Rayonix more than Kyuubey. She took it out and held it out to him. He detached his Ray Buckler and the screen opened. He held it over the Soul Gem which was partially tainted after Homura had used magic. The black aura was drained and the gem shone brightly as the Ray Buckler's screen closed.

Homura's eyes widened in surprise and Rayonis shrugged. Kyuubey was already gone by then.

"So, what about this Grief Seed?" she asked.

"Keep it. You might need it if I'm not around," said Rayonix.

"So, if you know about Puella Magi becoming Witches, then you would know that Sayaka Miki will…"

"Yes," Rayonix nodded. "Be careful on your way back and try not to run into anymore Witches or their Familiars." He then took off.

* * *

><p>As expected, Sayaka Miki had made a contract with Kyuubey and became a Puella Magi. Her Puella Magi form was armed with a sword. It was a good thing since she came just in time to save Madoka from the clutches of the Witch H.N. Elly (Kirsten). The Witch had infected people with her kiss those victims of hers, which included Hitomi Shizuki, who were going to commit suicide by drinking mixed detergent, poisoning themselves.<p>

On another Witch hunt, the Puella Magi Kyouko Sakura made her presence known and had stopped Sayaka from slaying a Familiar on the grounds that it wouldn't produce a Grief Seed. She wanted to wait until the Familiar had matured into a Witch itself even if it meant sacrificing innocent lives. She and Sayaka clashed over their ideals with Kyouko mocking Sayaka.

Sayaka's wish, which had allowed her to make a contract with Kyuubey, was to allow her beloved friend Kyousuke Kamijou to be able to play the violin again. His hand had been damaged and thus he wouldn't be able to play anymore so Sayaka used her wish to heal his hand and her magic allowed her to heal her body at an accelerated rate.

Fortunately, Rayonix was there to stop them from killing each other but he knew it was not yet over between the red and blue Puella Magi.

He knew of Kyouko's past. Her father had been a priest who ended up excommunicated for his controversial beliefs, sending their family into poverty and starvation. She had used her wish so that people would listen to him. However, once he found out the truth he lost his mind and killed his entire family before killing himself. Only Kyouko had survived.

Their second confrontation, however, resulted in all the Puella Magi finding out the true nature of their contracts. Their souls were actually contained within their Soul Gems (hence the name) and their bodies were merely hardware that could be controlled remotely. If their Soul Gems were over 100 meters away from their bodies then their bodies would be nothing more than lifeless shells.

Sayaka, overwhelmed by this revelation, fell into despair and started to fall further and further after Hitomi confronted her about her feelings for Kyousuke. Sayaka didn't think she could be with him anymore since she was now nothing more than a 'zombie'. Her despair was starting to taint her Soul Gem but she refused help from Madoka and the others. She wouldn't even accept any of their spare Grief Seeds.

Kyouko was able to find her at the train station and that was when Sayaka's Soul Gem was about to overload and crack. However, that was when Rayonix appeared once again and in the nick of time.

"No!" Rayonix shouted as he held out his Ray Buckler which was aimed at Sayaka's corrupted Soul Gem. The beam of light from the device purged Sayaka's Soul Gem instantaneously, stunning both girls. Madoka had also come with him and went to comfort her friend.

"If you chase away your friends when you need them the most, you truly will be a lifeless husk," he advised.

* * *

><p>"I don't think it'll be a good idea to tell them," denied Homura.<p>

"Well, it would be too much of a shock, but they'll need to know why letting their Soul Gems to become completely tainted would be a bad idea," said Rei. He finally trusted her enough to show him his human form and she recognized him as a classmate. He then told her his story as she told him hers. Apparently, in another timeline, he'd been friends with the girls but then a series of tragic events which led to Walpurgis Night left them all dead, Homura included. Rei then made a contract with a strange man in a top hat who gave Rei his powers. However, in exchange, Rei himself would cease to exist in everyone's memories. Not even his own family would remember him, if they existed in this world at all.

Homura was trying to save Madoko while Rei was trying to save all of them.

"I managed to prevent her from turning into a Witch, but she still has self doubts. Let's just hope that boyfriend of hers can help her through it," said Rei. Earlier, he had a talk with Sayaka. He'd told her that it didn't matter if she wasn't human physically anymore. What mattered was that she still had a human soul. Of course then he had somehow arranged for Sayaka and Kyousuke to talk which was followed by a tearful confession from Sayaka. She didn't tell him he was a Puella Magi but she did tell him she was in love with him.

At least a happy Sayaka wouldn't fall deep into despair like she had in a previous timeline and turn into a Witch. However, the girls needed to know but according to Homura, Mami had gone insane and tried to kill them all to prevent them from turning into Witches, herself included. There was a chance it could happen again.

* * *

><p>Mami had cried hysterically, denying Rei's words. This time he revealed himself to them in human form and told them the truth about the Puella Magi and Witches. Kyuubey confirmed it all. He had no reason to lie to them. Rei doubted he could lie. The Incubator did, however, withhold important information which was just as bad.<p>

After comforting a hysterical Mami, Rei then explained that they didn't have anything to fear as his Ray Buckler allowed him to purify their tainted Soul Gems. However, it could not revert Grief Seeds into Soul Gems. So, those who became Witches had no chance of turning back to normal. What he could do was prevent future Witches from being born.

Homura then confessed to them her true identity and about the past timelines where all she wanted to do was protect Madoko and prevent her death. However, when Walpurgis Night came, Madoka too became a Witch and one of the most powerful called Kriemhild Gretchen. Madoko was shocked by the revelation but Rayonix also confirmed that they would need Madoka's power to face Walpurgis Night. Homura still denied Madoka from ever making a contract. With Rayonix and four active Puella Magi, they had enough manpower to face Walpurgis Night.

Rayonix continued to support the girls in all their future battles, battling Witches and purifying their Soul Gems. When he was asked what he did with the dark energy he absorbed, he only said that he was keeping it safe for a rainy day. Modoka could only watch from the sidelines whenever they fought, powerless to do anything else.

* * *

><p>The Walpurgis Night finally came during a heavy storm and as the citizens took shelter, the Puella Magi all stood to confront this great force of evil. Their resolve had strengthened and even Mami didn't seem afraid despite the fact that this fight might exhaust their magic and they would risk turning into Witches after it was done. They might even lose their lives. Kyuubey and Madoka had come to watch, the latter to support her friends while the former expected Madoka to make a contract with him and become a Puella Magi as planned.<p>

Walpurgis Night appeared as a female doll-like figure with no face except for red lips and white hair in a horned hairstyle. She wore a flowing Victorian dress and hung from a set of gears.

"Alright, girls, it's time we fight," he said and they all went to do battle.

* * *

><p>They had sustained injuries and nearly exhausted all their magic. Rayonix was able to purify their Soul Gems but then something happened and his Ray Buckler began to overload. It changed color, becoming black and red as he roared. He changed from red-blue to black-red with red eyes and a berserker's fury. At first he used this power against Walpurgis Night but then he turned on the girls who were powerless to stop him and they were injured by their own ally. As Rayonix loomed over Homura to kill her, Madoka made her wish and became a Puella Magi. Her wish was to have the power to protect everyone.<p>

Her power managed to purify Rayonix, causing his armor to vanish. Finally, Madoka dealt the deathblow to destroy Walpurgis Night.

The city was saved as a result and by five Puella Magi who'd survived and one Kamen Rider. Only they would know the truth but their secret was their bond.

* * *

><p><strong>KAMEN RIDER CHROME: Well, that's my prologue for the story. It's more of summary of key events which became altered with the involvement of Rei. I will go into detail with those scenes in future chapters in the form of flashbacks which can act as chapter openings.<strong>


	2. EP1:Faust and the Secret of the Rayblood

**Episode 1: Faust and the Secret of the Rayblood**

…**The Day Walpurgis Night Attacked…**

Modoka could only watch helplessly as Rayonix attacked her friends while he was under the corruption of all the negative energy he'd absorbed up until now whenever he purified the Soul Gems to prevent her friends from becoming Witches. At first he'd assumed a red-eyed, black-red form and attacked Walpurgis Night, dealing massive damage to the Super Witch with his energy blast barrage. Victory seemed to be imminent for them until he suddenly turned on them all.

Rayonix Burst Mode was being restrained by Mami's ribbons and Kyouko's chains but he managed to break free. Mami then fired upon him but his armored body deflected the shots and he snapped her guns. He looked about ready to kill her when Sayaka slashed him in the back, earning his attention. Sayaka broke her swords each time she tried to cut Rayonix and was sent flying by a punch. Kyouko attacked viciously thrusting her spear at Rayonix but he ducked under a thrust to the head and slammed his fists into her stomach, knocking her violently backwards. Homura shielded Madoka as the others tried in vain to neutralize Rayonix.

And in all this time, Walpurgis Night was destroying the city.

'_Madoka,'_ Kyuubey spoke to the pinkette, _'You're this city's only hope.'_ As deceptive as Kyuubey was he was honest whenever he explained himself. He knew Madoka had potential to be both the most powerful Puella Magi and Witch on Earth. That was why he wanted her to make a wish and contract herself to him. Homura was trying to prevent that and so was Rayonix, but now with everyone in danger and knowing how selfless Madoka was, she would ultimately make a wish to save everyone.

"Kyuubey, Incubator, grant me this wish!" Madoka declared.

"Madoka, no!" Homura denied as she tried to stop her friend from making the same mistake she'd tried to stop so many times before. Rayonix rushed towards Homura and she launched a rocket into his chest that sent him flying via an explosion. "Madoka, no!"

"I'm sorry, Homura-chan," said Madoka. She saw her friends hurt and Rei was suffering. "I love my friends and family. If I have the power to save everyone then I will do what I have to do."

Homura sobbed, "Please…don't do it."

"I wish to protect everyone!" Madoka wished and Kyuubey accepted her wish. Her Soul Gem was created, shining brightly. The light was so powerful that it caused Rayonix to scream as the negative energy and darkness in him was purged away, changing him back to human form.

The others could feel the warmth of Madoka's light and rose up to see Madoka transformed and armed with a bow and arrow. The arrowhead was blazing with pink energy and her desire to protect everyone. She had it aimed at Walpurgis Night and without hesitation she released the arrow which flew like a comet towards Walpurgis Night. The arrow hit its mark and Walpurgis Night screamed as she was obliterated.

* * *

><p><strong>Several Months After Walpurgis Night...<strong>

"You know I blame you, right?" Homura asked.

Rayonix sighed, "Yeah, I know, you keep telling me that, but can we please talk about this later after we deal with this Witch?"

"Fine."

Homura and Rayonix had found a Witch's Barrier and entered to confront the Witch within it and now they were dealing with a huge serpent-like being with a scorpion-like tail and spider-like legs. It lunged at them, fangs bared and the two dodged out of the way, the wooden platform they stood on shattered to pieces.

The creature was the Witch in question named Anabella and she was out for blood. Her Barrier resembled a forest with dead trees and a black sky with no stars. Her Familiars took on the shape of various vermin and were annoying to deal with until these two finally found the Witch.

With her magic, Homura summoned an AK-47 and started firing a spray of bullets at Anabella, causing the Witch to hiss in pain. Rayonix, meanwhile, was focusing his energy to finish the Witch off. His arms glowed and he leveled his gaze at the Witch before putting his arms in the L-position and firing a beam of blue energy at the Witch's head. There was a series of explosions that spread all over Anabella's body as she shrieked before the entire Barrier shattered, leaving both Homura and Rayonix standing in an abandoned factory.

Homura picked up the Grief Seed left behind by Anabella's destruction and pocketed it before holding out her Soul Gem to Rayonix. "Here," she offered. Rayonix removed his Ray Buckler from his belt and held it over the Soul Gem, absorbing the darkness that had tainted it. Once all the darkness as removed the shine of Homura's Soul Gem was restored fully.

Homura and Rayonix then turned back to normal, the former dressed in Mitakihara Middle School's uniform while the latter turned back into a human boy with brown hair, green eyes, and dressed in a red jacket with blue jeans.

"Look, I know you're mad about Madoka making that wish," said Rei.

"I dedicated my life to prevent her from becoming a Puella Magi after I made a promise to not let it happen but it happens anyway," Homura said coldly, "And all because of _you_."

"Hey, I was trying to save your lives!" said Rei defensively. "Sayaka, Kyouko and Mami are all alive thanks to me. You were just too focused on saving Madoka to care about them!"

Homura grabbed Rei's jacket, "Don't you ever say I didn't care about them!" She let him go.

"But you care about Madoka the most," Rei countered, fixing his jacket. "I, of course, cared about all of you. I mean I gave up my existence and my name so I could get this power." He showed her the Ray Buckler which split open to reveal Raymon on the screen.

"_Yes, Rei did give up a lot in exchange for his wish and I think everything turned out well enough_," added Raymon.

"But Madoka and the others are still doomed to becoming Witches. Remember when Mami broke down?" Homura reminded.

Rei frowned. He remembered how Mami had mentally broken down and screamed hysterically. She had tried to shatter her own Soul Gem so that she wouldn't turn into a Witch. Fortunately, Rei was able to assure her that he would not allow that to happen to her or anyone. He had the power to purify their Soul Gems so there was no fear of them ever 'maturing' into evil Witches.

"And you were almost too late to save Sayaka," Homura added.

"I made it just in time," Rei retorted. "At least my pep-talk worked."

Sayaka had been depressed because after she found out that Puella Magi became empty shells with their souls trapped in the Soul Gem, she didn't think she was human anymore or good enough to be with Kyousuke. Rei managed to tell her his story where he too gave up his humanity so he could help them. She was still human in the sense that she still had her soul and feelings. It didn't matter in what manner she existed in. She was still human.

"I'll give you that," said Homura, "But now Madoka's going to be obligated to follow through with her wish and protect everyone. She can't do it alone."

"She doesn't have to. She has us," said Rei, smiling. "Say, have you seen Kyuubey around lately?"

"Not since Walpurgis Night," Homura answered.

"I don't trust that little furball," Rei frowned. "He's up to something. He's probably tricking some innocent girl into becoming a Puella Magi without giving all the details as usual."

"I stopped trusting him a long time ago and I doubt the others trust him anymore either. But we all know Madoka will give him the benefit of the doubt."

"That's our Madoka for you. She's just too kind for her own good. That's why she's too innocent to be a Puella Magi."

"At least I don't have to go back in time now," Homura commented. "Oh, and see you later." She walked off, leaving Rei alone with Raymon.

"_Do you think this world is better than your old one?_" Raymon asked.

"The girls are alive, and that's good enough for me," shrugged Rei as he put his hands in his pockets. He then walked over to his motorcycle and got on before putting on his helmet and racing off.

* * *

><p>At the same time, in a neighboring city, a Puella Magi in a green outfit with green hair was sprawled on her back in exhaustion. She had just defeated a powerful Witch but now her Soul Gem was beginning to crack. It had become too tainted as a dark aura was escaping from it. "Please…I don't…I don't want to die…" she pleaded. At that moment a crimson ball of light appeared before her. "Are you…an angel?" she asked hopefully.<p>

"**No**," the ball of light spoke malevolently before entering the Soul Gem. The girl screamed as her back arched while her Soul Gem flashed crimson. She could feel herself losing consciousness before her eyes closed and her body became lifeless. Her Soul Gem which had been black from corruption was now glowing bright red. The girl's eyes suddenly snapped open and she rose to her feet before stretching.

"Mephisto-sama was right," the girl said as she flexed her fingers. "These bodies are amazing." She examined her Soul Gem, "And such dark power. I want more." Her eyes glowed red and she took off into the night like a crimson bolt of lightning.

* * *

><p>The next day, Rei sat in class. Being in this town also required him to go to school. Fortunately, he was enrolled by his benefactor and put in Mami's class. The blonde girl smiled and greeted him demurely but Rei knew she was still a bit troubled about the truth about Puella Magi and their connection with Witches. However, it shouldn't become something to despair over. Fighting for one's humanity should motivate not discourage Puella Magi. Falling into despair is the first step to turning into Witches.<p>

Kyouko, who he knew was poor and homeless, did not go to school with them. Sure, she could use her magic and trick the people in charge into thinking she was a student but that was just too risky and may exhaust her magic. Yet another factor that turned Puella Magi into Witches. The use of magic diminished the shine of a Soul Gem and when it became too dark and tainted it would shatter to reveal a Grief Seed which would give birth to a Witch.

Fortunately, they had Rei to count on so that wouldn't happen. The lunch bell rang and Rei felt a hand on his shoulder. "Oh, Mami-san," he said.

"Would you like to join me for lunch, Rei-san?" Mami asked.

Rei smiled and accepted the invitation.

* * *

><p>Mami took Rei up to the roof and he saw Sayaka, Madoka and Homura sitting together having lunch. "All we need is Kyouko," said Rei and he felt hands cover his eyes.<p>

"Did…someone call my name?" asked Kyouko and she snatched Rei's bento out of his hands.

"Oi!" Rei shouted as he chased after her and she laughed while keeping his bento out of reach. She opened it up and grinned at what he had. "Now this looks good." She popped a meatball into her mouth.

"Hey, get your own lunch!" Rei shouted as he chased the redhead around.

"So noisy…" groaned Sayaka, annoyed as Mami sat with them.

Mami observed, "I think this is just their way of playing with each other."

"Yeah, Kyouko makes him nuts and steals his food and he threatens to laser her," Sayaka joked.

Homura still wore a frown and looked to Madoka who stared at her Soul Gem. The one thing she tried to stop from happening had happened and there was no way of changing things unless she went back in time. However, Homura could risk making things worse. And what if Rei wasn't there when she traveled back in time?

Rei managed to grab his lunch from Kyouko and tossed her something. "Here, catch!" he said. Kyouko caught the yakisoba and unwrapped it.

Rei sat down with the rest of the girls and ate lunch with them. "So, has anyone seen Kyuubey?" he asked.

"That weasel?" Sayaka frowned. "Not since Walpurgis Night."

"I still can't believe he deceived us all," said Mami.

"Believe it, sister. All he cared about was using us to collect energy. He was planning on us becoming Witches from the start," said Kyouko, feeling betrayed. Then again, she had learnt not to trust Kyuubey ever again.

"It just shows never judge a book by its cover. Even evil can exist inside a cute and fuzzy package," said Rei. He took out his Ray Buckler. "Girls, hold out your Soul Gems please. I want to run a scan."

The girls obeyed, holding out their Soul Gems. Rei pointed the points of his Ray Buckler at the Soul Gems and the readouts appeared on his screen.

Mami: 10%

Kyouko: 25%

Sayaka: 5%

Madoka: 0%

Homura: 10%

The percentage showed how much darkness had accumulated in each of their Soul Gems. Seeing as Madoka's didn't have any, this meant she hadn't used her magic since the last purification. That was another way a Puella Magi could avoid from becoming Witches. If they didn't use their magic then their Soul Gems wouldn't be tainted.

"Mami, Homura and Sayaka's are pretty low on the darkness count," he studied. "But Kyouko…you need to stop using so much magic."

"Hey, you try being me!" Kyouko snorted.

"You could crash at Mami-san's," Rei suggested.

Mami said, "I'd be happy to let you stay."

"Sorry, but I'm independent," Kyouko said confidently.

"Confident, penniless and homeless," Rei listed. Kyouko gave him the finger and he rolled his eyes.

"_Still, even if the darkness percentage is low, it is wise to purify them_," said Raymon. The Ray Buckler absorbed the darkness within the girls' Soul Gems, restoring their full brightness.

"Yeah, we don't get turned into Witches but you might go psycho on us again," Kyouko commented.

"As long as I don't get mad I won't go berserk," Rei promised, "And if I do, I'll use it all up on the Witch instead of you girls."

"A comforting thought," said Homura.

"Well, that energy needs to be used for something," Rei shrugged. He looked at his Ray Buckler's screen, "Now, I wonder if they're any Witches or Familiars we can hunt nearby?" His eyes went wide and he stood up quickly. "There's one in the gymnasium!"

* * *

><p>They all ran down to the gymnasium and entered. Using his Ray Buckler, Rei opened up the Barrier and went inside, followed by the girls. Kyouko just wore a confident smirk as she boasted, "Leave this Witch to me."<p>

"That cocky attitude can get you killed," stated Rei.

"Hey, if you lose confidence you lose your life," Kyouko countered.

The Witch's Barrier looked like a carnival at night but it was warped like some kind of madman's fantasy. Clowns, which were the Witch's Familiars, danced around them. These Familiars surrounded them and Rei quickly took out his Ray Buckler and called out, "Rayonix Reload!" The screen flashed and he was enveloped in light.

The girls also followed suit and transformed as ribbons of light wrapped around their bodies, forming into their Puella Magi outfits. The color of their costumes matched their hair and they each pulled out their respective weapons.

The Clown Familiars attacked immediately, throwing knives at them. Kyouko and Sayaka deflected the knives with spear and sword respectively, working together in harmony unlike their initial meeting. Mami summoned her rifles and fired, taking them out, as Homura summoned pistols and fired as well, blasting holes into their heads. A Clown Familiar with springs for arms lunged but was destroyed by Madoka's arrow. Rayonix didn't have any weapons. He didn't need them. Red energy surrounded his hands and he lashed out, destroying the Familiars as they exploded.

Rayonix wasn't just with them as support. His Ray Buckler allowed him to monitor their Soul Gems and the rate of corruption. If anyone of them entered the danger zone he would act quickly and purify their Soul Gems before they turned into Witches. If he was too late there would be no chance of saving them.

"Alright, let's find this Witch!" said Sayaka as she hefted her sword.

"Now you're talking," said Kyouko. "The one who kills it first gets the Grief Seed."

"This isn't a competition," Homura frowned.

"Party pooper," Kyouko stuck her tongue out at her.

"The Witch should be in that big tent over there," said Rayonix as he pointed to one which was the biggest. It was decorated with random spots, stripes and zigzags. Rayonix and the Puella Magi cautiously entered the tent which was dark inside before spotlight lit up all around them. The interior looked like circus tent with seating set up around them. In the very centre of the tent's floor was a Ferris wheel made of bones and the very centre was an inverted female face covered in scars and sharp teeth. The Witch let out cackles as it spotted them. The Ferris wheel collapsed into bones which then took the shape of a humanoid with the Witch's face in the chest. The body had no head.

"Scatter!" Rayonix ordered and the girl leapt away. "Don't waste time! Finish it off!"

"Don't need to tell me twice!" shouted Kyouko as her spear collapsed and then shot forward at the Witch's legs, binding them and causing it to trip. Sayaka was next as she produced several copies of her swords and shot the like darts, pinning the Witch down. Madoka, Mami and Homura aimed with their respective weapons; a bow and arrow, a pair of rifles, and a rocket launcher. Madoka's arrow was sent flying, hitting the Witch. Homura's rocket followed along with Mami's shots. The Witch exploded and was destroyed, leaving behind the Grief Seed.

"Looks like this is Madoka's win," said Rayonix as he picked up the Grief Seed.

"How come?" Kyouko asked.

"_Madoka's shot hit 0.5 seconds earlier than the others_," Raymon explained.

"And to the winner, goes the spoils," added Mami.

"I'm getting the next one," said Kyouko.

"You do know we don't have to compete for Grief Seeds anymore, right?" Sayaka asked, referring to Rayonix's ability to purify their tainted Soul Gems.

"Yeah, but I like competition," Kyouko retorted.

"Um…does anyone notice anything strange?" asked Madoka. The Barrier hadn't disappeared yet.

"Yeah, we destroyed the Witch. Shouldn't the Barrier go along with it?" asked Kyouko curiously.

Something wasn't right and Rayonix asked, "Raymon, what's going on?"

"_It would appear that another party has hijacked this Barrier_," said Raymon.

"Hijacked?" Mami questioned.

"That's right," a new voice said and all eyes turned towards the direction. A spotlight shone towards the seats and revealed a girl with green hair tied up in buns on the sides of her head. She wore a green Chinese top with tight black pants, combat gloves and boots. She was reclining in her seat with her feet propped up on the backrest of the seat in front of her. "Welcome, Puella Magi of Mitakihara City."

Homura frowned, "Who are you?"

"Homura, wait," said Rayonix as he stopped the dark-haired girl from advancing. His eyes were focused on the greenette. "Who are you?" Rayonix asked.

The greenette stood on her feet and said, "You could say we're family," as she revealed her Soul Gem. It then released a burst of dark red light that blinded them all. When the light faded, they opened their eyes which went wide at what they saw.

"No way…" uttered Kyouko in disbelief.

The green Puella Magi had transformed. Now she was a he in a black-red bodysuit with a silver cross on his chest. He wore red gloves and boots on his black half and black gloves and boots on his right half. He sported the Dark Soul Gem in the centre of his chest. His silver helmet has a short fin on top that is between a pair of gazelle-like horns.

"That looks almost like Rei-san," said Madoka.

"Of course," the unknown figure said, now in a male voice. "He and I are brothers."

Meanwhile, a familiar white creature with beady red eyes was watching from the shadows with great interest.

"Brothers?" Rayonix questioned.

"Have you forgotten what you are? I guess being on Earth for so long messed up with your memories." He looked at the girls behind Rayonix. "Hm, they must be the cause then." His hand lit up with a black and red fireball and he hurled it at them. Rayonix reacted quickly, erecting a blue shield of energy and the fireball slammed into it before dissipating.

"Who are you?" Rayonix asked.

"You may call me Faust of the Rayblood," answered Faust and he suddenly appeared right in front of Rayonix. The blue and red Rider grunted as he was punched in the stomach. "Just like you," Faust added before he sent Rayonix flying upwards with an uppercut and leapt up to blast him into the seats with a roundhouse kick. An explosive crash followed where Rayonix landed roughly in the seats and Faust shook his head in disappointment. "How sad. You've grown weak, my brother." He was suddenly shot in the chest. That shot was followed by another, and another, and another. Mami was producing, shooting and discarding guns in quick succession. Sayaka and Kyouko were also on the attack as Sayaka thrust her blade at Faust. He caught it in his hand and snapped it in half before sending Sayaka flying with a punch. Chains wrapped around his other arm and he turned to see Kyouko grinning while Homura was holding a Gatling gun. The dark-haired girl fired and smoke began to cover Faust as he was being shot at rapidly.

"Madoka, now!" Homura shouted and Madoka summoned her bow before taking aim. She pulled and released an arrow of pink light into the cloud of smoke. There was an explosion and Kyouko withdrew her chains which went back into her spear's shaft.

"That's that," said Kyouko confidently as she shouldered her spear.

However, when the smoke cleared, Faust was revealed completely unscathed, shocking them. "Is this all you are capable of? Pathetic." A dark red and black aura radiated from Faust's body before it exploded, blowing the Puella Magi off their feet. Suddenly, he was kicked in the face by a red boot and was sent flying before crashing into the seats as well.

"Leave my friends alone," threatened Rayonix. "Raymon, what is status of the girls' Soul Gems?"

"_Mami's Soul Gem is at 40 percent corruption, Kyouko's is at 30 percent, Sayaka's is at 33 percent, Madoka's is at 24 percent and Homura's is at 31 percent_," Raymon reported.

Rayonix frowned and ordered, "Everyone, stand down! Don't use magic on him!"

Kyouko opened her mouth to argue but Rayonix stared her down to silence her. He was only acting out of their best interests.

Faust hovered in place and flew up, followed by Rayonix who soared after him. They shot out of the top of the tent and began a midair dogfight. They hurled energy balls at each other which missed but caused collateral damage around them as the energy balls destroyed the other structures in the Barrier and the Familiars which still existed despite their Mistress' destruction. Rayonix shot at Faust with a punch but the dark warrior dodged and hit Rayonix in the back with a kick. Rayonix spun around and caught a fist to his face before burying his fist into Faust' stomach. The two broke apart and fired beams of energy at each other which connected explosively before hurling them both back to the ground. Rayonix smashed a carousel to pieces when he crashed into it while Faust smashed apart a rollercoaster which collapsed when he hit it.

"Rei-san, don't give up!" Mami encouraged.

Rayonix recovered and got back to his feet. A black beam grazed his arm and he hissed in pain before Faust got in his face and grabbed him by the throat. Rayonix tried to pry Faust's hand off his throat but the dark warrior only tightened his hold. Black orbs gazed into fading yellow ones as Faust was squeezing the life out of Rayonix.

"Show me your true form, brother," Faust demanded but then he doubled over as Rayonix planted his foot into Faust's gut. Faust's grip loosened and Rayonix followed up with a heel kick to the jaw before flipping backwards and landed on his kick. Faust stumbled backwards, massaging his jaw. He also began to feel exhausted. "Damn this body," he cursed. He'd already used up too much energy and his Soul Gem was starting to flash rapidly. He then flew up, vanishing into a hole in the barrier.

"Hey!" Rayonix shouted as the Barrier started to collapse. The girls all ran over to him to see if he was alright.

"Rei-san, are you hurt?" asked Madoka.

"I'm fine," said Rayonix, patting his chest, only to regret it after letting out a moan of pain, "Or not…"

"Yeah, but I bet the other guy is worse off," said Kyouko, grinning. "We saw him turn tail."

"I guess I should count myself lucky," said Rayonix as he returned to human form, gripping the Ray Buckler. "Now, I think it's time for you girls to have you Soul Gems cleaned."

As Rei began to purify their Soul Gems, Madoka asked, "Rei-san, what did he mean when he called you his brother?"

"And what's a Rayblood?" asked Sayaka.

'_I can answer that_,' a familiar voice was heard in their heads. Rei frowned and turned to see white figure that stood on all fours walking out of the shadows.

"Kyuubey…" murmured Rei.

Homura had a sniper rifle aimed at Kyuubey, the thin red beam pointed right between his eyes. "Give me one good reason why I shouldn't do this."

'_Because it would be pointless as I exist as one of many_,' answered Kyuubey.

"Sounds like a pretty good reason to me," quipped Kyouko.

"Doesn't mean I can't try," said Homura as she started to squeeze the trigger. She would hunt each and every Kyuubey if she had to in order to wipe him from existence. It wouldn't be the first time she tried.

"Wait, let's hear him out," said Madoka.

"Madoka, are you kidding?" Sayaka gaped. "Let Homura put a few holes in his body." Madoka cringed at the image.

"But he says he can tell us about the Rayblood," said Madoka.

"And you trust him?" Rei asked, frowning.

"I…no…I don't. But he never really lied to us. He just never told us the full truth," defended Madoka.

Sayaka snorted and spoke sarcastically, "Yeah, I mean why would he tell us if we never bothered to ask?"

'_Exactly_,' agreed Kyuubey.

"That was sarcasm you little hairball!" Sayaka snapped.

"Kyuubey, what do you know about the Rayblood?" asked Madoka.

'_The Rayblood were an extraterrestrial race thousands of years more advanced than humans here on Earth. They were a Spartan-like race as well who valued power and strength above everything else. They soon discovered that negative energy could increase their power exponentially. However, this had the unplanned side-effect of turning them into savage, bloodthirsty, berserker-like warriors as a result. Being driven by the side-effects of negative energy, the Rayblood went all over the galaxy to find opponents to fight and started entire wars just to feed their bloodlust. They became feared as one of the most notably savage races in the entire cosmos. They were eventually confined to their home planet as punishment for their crimes. It didn't take long for them to turn on each other and caused their own extinction_,' Kyuubey explained. '_If you don't believe me, ask that friend of yours_.'

Everyone was stunned by the story and looked towards the Raybuckler which displayed Raymon's silhouette image. "_Yes, it's true_," Raymon admitted sadly.

"But if the Rayblood are extinct, then why did we just encounter one?" Mami asked.

"_Well, there have been stories of Rayblood who, upon death, transcend into a higher plain of existence. They became spirits and lacked physical bodies_," answered Raymon. "_I just never thought I'd meet another one of my kind here on Earth_. _We rarely ventured to such backwater worlds, no offense._"

"Wait, according to Kyuubey you guys were supposed to be advanced, so why did you do something so stupid?" asked Kyouko.

"_Just because we were advanced did not mean we were perfect_," countered Raymon, "_And we paid for our hubris with our lives. That is why I am bonded to Rei. It is so I can redeem myself. It is a condition in my contract_."

"The day I made my contract with my benefactor, Raymon was trying to make a contract as well, and he thought it would be a good idea for us to fulfill our wishes and contracts together," added Rei. "I became Raymon's vessel but I would control the body."

"Wait, didn't that Rayblood look like a girl before he changed?" questioned Sayaka.

"_Then the Rayblood has found a host_," said Raymon. "_It's a legendary ability my kind has when they become nothing more than wandering spirits. We can take over a host body and use it as our own, by force if necessary_."

* * *

><p>Faust had fled into an alley, his body returning to the form of the girl he'd possessed. (In human form, I will refer to Faust with the name of his host and use the female pronouns) Suzuko Mamiya cursed as she glared at the Soul Gem in her hand. "Even all that negative energy wasn't enough for me to go all out. I didn't even last more than five minutes!" Maybe it was time to jump ship and find a new host body, one with a higher potential of collecting negative energy. Or, maybe she could change her plans in order to deal with Rayonix.<p>

She managed to learn that Puella Magi's Soul Gems became corrupted by magic. If that was the case than she would need to use this body's magic and corrupt the Soul Gem so she could harvest the negative energy for later use. She was stronger than Rayonix but if she couldn't last long in a fight then what was the point?

* * *

><p><strong>KAMEN RIDER CHROME: Well, this is the first chapter of the new story. I hope I got all the characters right for those who are fans of Puella Magi Madoka Magica. Also, Rei is an OC I created to change certain key events. Now, we have some new information for you guys. Or just a summary of information that we've learnt today.<strong>

* * *

><p><strong>RAYBLOOD<strong>: The Rayblood were a species of extraterrestrial beings that discovered that negative energy could be used to increase their own power. This, however, has the tragic side-effect of turning them into bloodthirsty and savage warriors, earning them a horrible reputation in the galaxy as monsters. Being driven by negative emotions and energy, the Rayblood would actively seek out opponents to fight. When the Rayblood were prevented from leaving their home planet as punishment for their vicious crimes, it wasn't long before they turned on each other and caused a civil war that wiped them all out. Officially, the Rayblood have been considered extinct. However, there are Rayblood who still exist in a spiritual form and are not at peace even in death.

**PROTAGONIST**

**REI HIKARI/KAMEN RIDER RAYONIX**: Rei is 15 and has short brown hair and green eyes. He generally wears a red jacket with blue jeans and black shoes. As Rayonix he is clad in a blue bodysuit with a reinforced silver chestpiece, red gloves and matching boots. His helmet is silver with blue horns and a blue mouthplate as well as glowing yellow eyes. His Ray Buckler is mounted the front of his belt like a buckle. His Burst Mode is black and red and the chestpiece and helmet both turn dark grey with red eyes.

Rei originated from an alternate timeline where he befriended the girls and knew their secret as Puella Magi. However, this knowledge would not save them as one-by-one they perished. Mami was decapitated, Sayaka became a Witch, Kyouko sacrificed herself to destroy Sayaka who'd become a Witch, and both Homura and Madoka lost their lives when facing Walpurgis Night. Despite the city being saved and surviving the series of tragic events, Rei felt guilt and regret for not being able to do anything to help them. Thus, he made a contract with 'The Man in the Top Hat' and gained the powers of Rayonix, bonding with the spirit of an extraterrestrial being known as Raymon as a result. However, the cost was high as Rei would be transported into the past but all evidence of his existence would be erased. It would be like he was never born. However, 'The Man in the Top Hat' sponsors Rei and gave him a place to stay while he sought to complete his mission. Rei would ally himself with Homura to prevent the tragic series of events that took the lives of his friends. Like Homura, he distrusts Kyuubey since he is aware of what the little 'fairy' really is.

Even after his mission is over, his contract is still in effect and thus he still doesn't exist in this world. The Ray Buckler is his only anchor and if it is destroyed he will fade away from existence and all memories of him will be erased as well. Also, 'Rei Hikari' may not even be his real name and is simply a pseudonym he created as part of the contract he made.

Rei transforms into Rayonix using a device called the Ray Buckler which serves other functions besides as Rei's means of transforming. It possesses the ability to purify tainted Soul Gems by absorbing the darkness but it cannot return Grief Seeds back into Soul Gems. The Ray Buckler also acts as tracker which allows Rei to track down Puella Magi, Witches and Witches' Familiars as well as allow him access into a Witch's Barrier. The Ray Buckler can also generate an energy shield to deflect enemy attacks. It can also be used as communicator. Finally, the Ray Buckler is Rei's anchor in the physical realm as part of his contract 'The Man in the Top Hat' voided his existence. The destruction of the Ray Buckler will cause Rei to cease to exist from reality.

But the Ray Buckler cannot transform Rei without Raymon. Raymon is the spirit of an extraterrestrial being sealed within the Ray Buckler which allows Rei to transform into Rayonix by bonding with him. Whether separated or bonded, Raymon acts as Rei's partner and guide in battle and Witch hunting. The powers that Rei possesses as Rayonix were the powers Raymon wielded when he had a body. Originally, he was a savage Rayblood warrior but he sought redemption by making a contract with 'The Man in the Top Hat' and this became sealed into the Ray Buckler as a result.

To transform into Rayonix, Rei would become a vessel for Raymon, transforming into the extraterrestrial's physical form since Raymon does not possess a corporeal body and can only exist within the Ray Buckler. Rei would have full control of his body with Raymon guiding his actions thus Rei's personality is the most dominant. As Rayonix, Rei possesses superhuman strength, agility, fighting capabilities, and the power of flight. He also possesses the ability to perform energy-based attacks. Two of his primary energy attacks are called Rayonix Slash (he absorbs and charges up energy particles which then transform to his arms so he can fire blades of energy) and the Rayonix Ray (a laser beam fired from his arms when they are put in an L position).

Whenever he purifies a tainted Soul Gem, he absorbs the dark energy into his Ray Buckler. This is highly risky as the energy accumulates and has a negative effect on Rei. The dark energy will corrupt him, turning him into Rayonix Burst Mode which is a black-red version of his normal Rayonix form with red eyes. Burst Mode is more powerful than his Normal Mode but is harder to control as a result. He becomes a raging berserker with a bloodthirsty nature and unable to tell between friend and foe, attacking anyone in sight. Of course, Burst Mode will deactivate once the negative energy is exhausted.

**ANTAGONIST**

**FAUST:** Faust is an evil Rayblood who came to Earth and learnt about the Puella Magi and Witches. Learning of how Puella Magi's Soul Gems become tainted with negative energy with each use of magic, he sought one out. The Puella Magi was on the verge of becoming a Witch and prayed for a miracle. She mistook Faust for an angel and the evil Rayblood forced himself into her tainted Soul Gem, feeding on the darkness and her soul within. He took up residence in her Soul Gem and took control of her body. He then went in search of more negative energy. Faust has the ability to create his own Barrier or take control of another Witch's Barrier which will remain active even after the Witch's death. The Witch merely acts as bait while he lies in waiting. Since the Barrier is under his control, defeating him is the only way to destroy it but due to his overwhelming power, Puella Magi risk exhausting their magic and tainting their Soul Gems which is what Faust is after. He would destroy the Puella Magi and absorb the negative energy within their Soul Gems before moving on to lure in more prey.

His human host is a green-haired girl called Suzuko Mamiya. Her Puella Magi form sports a pair of tight black pants and she wears a sleeveless, green Chinese top with black fighting gloves and combat boots. Her weapons of choice are a pair of maces that can change size. In her Puella Magi form her Soul Gem takes the shape of a brooch. Her hair is style in ox horns.

Faust's true form is a humanoid in a black-red bodysuit with a silver cross on his chest. He wears red gloves and boots on his black half and black gloves and boots on his right half. He sports his Dark Soul Gem in the centre of his chest. His helmet has a short fin on top that is between a pair of gazelle-like horns.


	3. EP2:Seeds of Darkness

**Episode 2: Seeds of Darkness**

…**The Day they found out the truth about Puella Magi and Witches…**

It was after Rei managed to save Sayaka from turning into a Witch. Her Soul Gem had been so tainted that it was only seconds away from shattering and revealing the fully developed Grief Seed that was growing inside. He had found her and Kyouko at the train station and just as Sayaka's Soul Gem was about to shatter he leapt into action in typical dues ex machina fashion and used the Ray Buckler to absorb the impurities within the Soul Gem, leaving it pure and shining.

Everyone then sat down at Mami's for a meeting and not everyone reacted so well to the truth. If you thought their reaction to being empty shells with their souls encased inside the Soul Gem was bad, think again.

"It can't be true!" Mami shouted. "No! No!" she screamed. "We're going to turn into Witches! Witches!" Rei grabbed her and pulled her into a hug.

"Don't fall into despair!" he said to her sternly. He then looked her in her scared eyes, "That's the first step to becoming Witches. A Witch is an opposite of a Puella Magi. You all bring hope and Witches bring despair. However, Puella Magi who give up on hope will become Witches. So, if you give in to despair you will turn. I won't let that happen, Mami-san! I swear it!" The conviction and resolve in his words got through to her and she cried into his chest.

"Damn, and I thought being zombies was bad enough," said Kyouko as she looked at her Soul Gem which contained her soul. The other Puella Magi did the same.

"That damn Kyuubey," scowled Sayaka.

"And Sayaka, I'm not done with you yet," said Rei as he looked at her. She looked up at his narrowed green eyes. "What were you thinking rejecting Grief Seeds offered to you? They were trying to help you. You may not realize it but everyone here is your comrade."

"A lot has happened," Sayaka answered.

"And that justifies letting yourself nearly turning into a Witch?" Rei asked. "That's unforgivable. Do you know how many people will be affected by your death? How Madoka will feel if you died?" Turning into a Witch was a fate worse than death. Their souls would mutate into some frightening abomination that barely represented them. Rei still remembered Octavia Von Seckendorff from his old world. "You're not alone, Sayaka."

"That's right, Sayaka-chan," said Madoka as she took Sayaka's hand in hers. The Soul Gem was glowing brightly in between their hands.

"So, who are you exactly?" Kyouko asked Rei.

"Let's just say I'm a way better ally than Kyuubey since I actually care about what happens to you all," answered Rei. He then showed them the Ray Buckler, "And this baby right here will make hunting Witches for Grief Seeds a thing of the past."

"How does it work?" Madoka asked. The Ray Buckler split open to expose the screen.

"I just hold this out and it absorbs the darkness inside your Soul Gems," Rei answered simply. "It then stores the energy away where it can't hurt anybody. It's also what lets me transform."

* * *

><p><strong>Present Day…<strong>

"Thank you for walking me home," said Mami as they arrived at her apartment. It was after their confrontation with Faust and everyone was tired. Everyone went home but since Rei lived around the same area as Mami, he accompanied her home.

"Hey, I'm not just a superhero. I'm also a gentleman," said Rei.

"_You're also modest_," Raymon commented.

"Would you like to come in?" Mami invited him in.

"Sure," Rei said as he accepted the invitation.

Rei sat down at the low table on a cushion with Mami, enjoying tea and cake with her. He looked around. The place looked nice but it was also sad to see Mami living alone after the death of her parents. Kyuubey had taken advantage of her at that moment. She was on the verge of death when she made that wish and while she lived her parents died and forever she would have to fight Witches in exchange for that wish.

Kyuubey was an asshole. Rei didn't care if he couldn't permanently kill the little weasel. He would still enjoy himself trying.

* * *

><p>Suzuko picked up the Grief Seed after defeating a Witch before tossing it over her shoulder as useless junk. The only reason she was fighting Witches and using magic was to taint the Soul Gem with darkness which would then be absorbed into Faust. Faust was in control of Suzuko's body, taking over her mind as well and thus Faust was now Suzuko and Suzuko was now Faust. They were separate entities and yet one and the same.<p>

Suzuko could already feel the darkness being drawn into her veins. It was so delicious. She licked her lips, wondering how else to use her magic and to taint her Grief Seed.

'_Isn't this interesting_,' said Kyuubey as he appeared. Suzuko looked down at Kyuubey as he came out of the alleyway. '_Hello, Suzuko. Or should I say Faust?_'

"So, you're the Incubator," said Suzuko/Faust. "What brings you here?"

Kyuubey went and picked up the Grief Seed in his mouth, '_These things are a precious resource_.'

"If you're worried that this girl will become a Witch then don't bother. As long as I inhabit her there is no danger of that happening. She's simply what I call a tool to collect negative energy so I can last longer against the other Rayblood."

'_There are other ways you can use your magic_,' suggested Kyuubey.

"Really?" Suzuko cocked her eyebrow. "Do tell."

'_Figure that out yourself. In the meantime you should keep this._' Kyuubey tossed the Grief Seed to Suzuko before dashing off. Suzuko inspected the Grief Seed with a scrutinizing gaze.

"Others ways to use magic, hm? Interesting thought."

* * *

><p>"Well, it's getting late so I should go," said Rei as she stood up. Mami suddenly grabbed his hand.<p>

"Wait, don't go yet!" she exclaimed, surprising him.

"Mami-san?" he asked.

"Rei-san, hear me out," she began. "I never really thanked you for what you said to me before. When I couldn't handle the truth you comforted me and held me. That was the first time a boy ever held me like that."

Rei blushed at the implication and answered as he rubbed the back of his neck, "It was nothing. I…I was just helping out a friend."

"Well, I think you deserve a reward," said Mami and she kissed him on the cheek. Rei gasped and stared at her. "I really like you, Rei-san."

"I…really like you too, Mami-san," he answered. She smiled beautifully. "Tomorrow's the weekend. So…would you…I mean if you'd like…" He touched his index fingers together.

"Rei-san, are you asking me on a date?" Mami asked.

"Yes," he said firmly. "Yes I am."

"Then I would be happy to go on a date with you tomorrow."

* * *

><p>As Rei left Mami's apartment building with a big smile on his face, Raymon commented, "<em>Well, that is surprising. Considering how you were before I never expected you to ask a girl out on a date<em>."

"Things change, Raymon. Back then I really did like Mami-san but then she died and I couldn't do anything about it," said Rei. "This is my chance, Raymon. I can't mess this up."

"_But do you know what to do on a date?_" asked Raymon. Rei froze. "_You don't do you?_"

"Heh heh," Rei chuckled nervously, rubbing the back of his head. "I guess I'm gonna need some help."

"_That'd be a good start_," said Raymon.

* * *

><p>Rei exited the bookstore and held his purchase to his chest like a precious treasure. It was in a paper bag and he reached inside to inspect the title again. It was, '1001 Ways To Court a Woman and Get Lucky.'<p>

"_Are you sure this is a good idea?_" asked Raymon. "_When I suggested asking for help I meant you should ask someone who actually is dating, like Sayaka._"

"I'd rather try and do this my way, Raymon," insisted Rei. "Alright, let's see…" He turned a page and was suddenly assaulted by a slap to the back. "OW!" he shouted as he stumbled forward. He spun around and glared at Kyouko who was eating potato chips.

"Yo," the redhead greeted. "What's up?"

"Kyouko, I'm kinda busy here," said Rei as he turned but then Kyouko snatched the book out of his hand. "Hey!"

"1001 Ways to Court A Woman and Get Lucky?" Kyouko read the title. She scoffed, "What kind of bullshit is this?" Rei snatched it out of her hand.

"This is mine, thank you very much, and I would appreciate it if you didn't get it all dirty with your greasy hands," said Rei. He then saw the bag of potato chips and asked, "You didn't use magic to steal that, did you?"

"No, and I got a job," said Kyouko. "It's at a burger place in town."

Rei rolled his eyes. Kyouko would definitely get a job somewhere where she could get food.

"So, what's with the book?" Kyouko asked.

"It's none of your business," Rei shot back. Kyouko's grin grew.

"Oh, I see. You're going on a date but you have no clue what to do." Kyouko chuckled.

"It's not funny," Rei frowned. "Now, if you'll excuse me I'm heading home to study."

"How about I tag along with you?" asked Kyouko.

"Kyouko, you're coming along because you want me to cook you something, aren't you?"

"Bingo!"

* * *

><p>Kyouko rubbed her tummy after finishing the bowl of ramen that Rei had made. "Now that hits the spot."<p>

"I'm so glad I'm nothing more than a source of free food for you," he said as she sat at the table with her. Rei stayed in a small, one bedroom apartment. It was pretty cozy and he lived alone so he didn't need too much space. It had all the basic necessities provided for him by his benefactor.

"_I envy you humans_," said Raymon. "_I wish I could eat but I'm just a ghost_."

"Why don't you possess him like that Faust guy?" Kyouko inquired.

"_I can't. I'm sealed in the Ray Buckler_," answered Raymon.

"It must suck."

"_Yes, but to atone for my sins I am willing to endure._"

"Yeah, I know what you mean," agreed Kyouko.

"So, Kyouko, how do I go on a date?" asked Rei seriously.

"Well, you treated a girl to dinner and now we go out and have fun," said Kyouko. She hauled him up to his feet and dragged him outside. "Come on!"

* * *

><p>"The arcade," Rei deadpanned as he stared up at the building with the bright neon sign hanging above the entrance.<p>

"You need to show a girl a good time or else there's no second date," said Kyouko. "That's just common sense. Now, hurry up!" She pulled him inside. They then went to the DDR machine that Kyouko had played before. "Now, I want you to watch me move."

"OK," said Rei as he crossed his arms. Kyouko put her money in the machine and the game started. She began to dance, her feet touching the buttons under her feet as she followed the arrows on the screen. Rei was transfixed as she moved. She really was a talented dancer. She didn't even miss a beat. When the song was done she posed, her hair whipping out behind her. The screen displayed, "**PERFECT!**" loudly and proudly before she hopped off the game platform. Rei had to admit that she was good and clapped.

"Now that's good," said Kyouko, "Compliment a girl when she does something great like that."

"I doubt Mami-san is into videogames like you are," Rei argued.

"Yeah, I guess you're right," said Kyouko, "She's always so prim and proper."

"So, what's next 'Kyouko-sensei'?" asked Rei.

"After all that dancing I'm feeling hungry," she replied.

"We just had dinner," he remarked.

"So?"

Rei groaned, "Fine…maybe we can grab a snack at a convenience store or something."

"You're buying. It's the guy's job to pay for everything," she said. "Oh, and after that let's watch a movie. You're paying too."

"This had better be worth it," Rei mumbled.

* * *

><p>"OK, let's watch this one," said Kyouko as she pointed to a poster of an action movie.<p>

"Wouldn't a romantic movie be more appropriate for a date?" Rei asked. They were now at the local movie theatre.

Kyouko wagged her finger, "No, no, no. Now you're doing things wrong. You have to let the girl pick the movie. It's just common sense."

"I wonder about your 'common sense' each and every day," he muttered. He said clearly, "Well, I think I'd know more about what a girl would like to watch."

"How so?" asked Kyouko.

Rei blushed and remarked nervously, "Well…it's just…it's a date and I think Mami-san's more of a fan for romance!"

"But I'm not Mami," Kyouko reminded.

"No, you're not," agreed Rei, frowning. Why was he letting this girl drag him around again? Oh, now he remembered. He wanted to learn how to date and Kyouko had appointed herself his teacher. He already had dinner with her and hung out at the arcade with her. It was too late to back out now. She took his wallet and took out money. He was too tired to argue with her.

"Anyway, I'm gonna get our snacks and drinks. You go and stand in line for tickets, okay?" Kyouko winked and went to refreshment counter to purchase the drinks and snacks.

"Remember, this is for Mami-san so don't try to strangle Kyouko no matter how tempting it is," he said to himself.

"Hey, Rei," a familiar voice spoke and he was filled with dread. He slowly turned and saw Sayaka with Kyousuke. "Fancy meeting you here."

"Hey, Sayaka," greeted Rei. "So, on date, huh?"

"Yeah," smiled Sayaka girlishly. "Oh, Kyousuke-kun, this is Rei."

"Hello," Kyousuke greeted.

"Hi," said Rei. "Sayaka talks a lot about you, Kamijou-san. I hear you're a violinist."

"Yeah, but I was in the hospital after an accident. The doctors said I wouldn't be able to play again but then a miracle happened," said Kyousuke. Rei knew that miracle was Sayaka's wish which now bound her to a contract to Kyuubey and she now had to fight Witches.

"So, you came to watch a movie by yourself?" asked Sayaka.

"Well…" Rei began only for Kyouko to walk over with a big tub of popcorn.

"Rei, I'm going to need you to pick up the sodas," said Kyouko. "I'll take your spot in line so you don't have to worry about a thing." She saw Sayaka and Kyousuke. "Hey, Sayaka. What's up?"

Sayaka's eyes widened and she looked at Kyouko, then at Rei, then back at Kyouko, and Rei again. "Are…you…two…?" she began to draw a conclusion. Rei grabbed Sayaka and Kyouko before dragging them away, leaving Kyousuke confused.

"Hey, you nearly spilled my popcorn!" snapped Kyouko as Rei let her arm go.

Rei took in a deep breath and explained to Sayaka and after his explanation Sayaka understood. "So…you want to take Mami-san out on a date and Kyouko here offered to give you a crash course," she summarized.

"That's right," Rei confirmed.

"I get that, but why Kyouko?" Sayaka asked.

"I'm still wondering that myself."

"Hey, what's _that_ supposed to mean?" glared Kyouko.

"Well, Rei here wants to learn how to take Mami-san out on a date and you're her total opposite. Madoka-chan's the closest equivalent to Mami-san as far as I can tell," explained Sayaka.

"Yeah, but Madoka is totally gay for Homura," said Kyouko, rolling her eyes.

"Really?" Rei blinked. This was news to him.

"Oh, stop it. They're just really close friends," said Sayaka.

"That Homura girl only ever smiles around Madoka. What does that tell you?" Kyouko argued.

"Please, don't make a scene," Rei begged. He was already having a headache and wanted to get this 'date' over with. "Let's just get our tickets, watch a movie, and go home."

"Oh, that reminds me. The drinks," said Kyouko.

"I know…" Rei groaned.

* * *

><p>Kyouko and Rei exited the movie theatre with the boy stating, "That was awkward."<p>

"It wasn't so bad," said Kyouko. "The movie was good, though."

"How would you know? You slept through most of it." They ended up watching the same movie as the couple (Sayaka & Kyousuke) and Rei had to sit through the whole thing with Kyouko falling asleep on his shoulder and drooling.

"Hey, I saw the ending, didn't I?"

Rei, knowing it would just be too exhausting to argue with Kyouko, asked, "So, now what?"

"Well, you walk a girl home," smiled Kyouko.

"So, which hotel are you staying at now?" Rei asked. He knew Kyouko was penniless so the only way she could get a hotel room was by magic. Blatant misuse of magic like that was guaranteed to slowly corrupt a Soul Gem but since she was homeless what else could she do for shelter? And she wasn't going to accept charity. She had her pride, after all.

"Oh, the usual," said Kyouko.

"You know, Mami-san lives alone. I know that if you ask nicely she'd allow you to stay with her," suggested Rei. "Heck, you could even come to school with us."

"Sorry, I don't do charity," frowned Kyouko.

"There's no shame in asking friends for help, and how long can you keep this up?" asked Rei. "You need a home, Kyouko."

"Home?" she snorted. "I lost that a long time ago." She had made a wish so that people would follow her father's preaching but then when he found out the truth behind his fellowship and that the cause was magic he went insane and Kyouko lost her entire family.

Rei frowned sadly but then the entire world around them began to warp and changed. "Another Witch's Barrier?" Two in the same day? That was rare.

Kyouko smirked and took out her Soul Gem, "Well, looks like this date is gonna be fun after all!" She kissed her Soul Gem and activated her transformation. Red ribbons of light wrapped around her body and she was clad in her red and black Puella Magi costume. Her spear appeared in her hand as soon as her transformation was complete.

"Rayonix Reload!" Rei called as he held up his Ray Buckler and he was swallowed up by light which faded to reveal Kamen Rider Rayonix.

"Try to keep up," said Kyouko as she dashed forward. Rayonix had no trouble keeping up as he gave chase.

The Barrier's interior had spider webs all around them and nothing else. The floor was covered in a thin layer of water which rippled which each step they took. They had not encountered any Familiars, yet, which was good since that meant Kyouko wouldn't have to waste any unnecessary magic power on them. "We're getting close," said Kyouko confidently.

"Just be careful," said Rayonix.

"Hey, I got you watching my back," Kyouko smiled. "I feel safe already."

They finally reached the heart of the Barrier and found the Witch. She had a humanoid body from the waist up but her hands looked like large, wicked claws and her face had no features save for a mouth filled with teeth. She was bald and her skin was green with a spider web pattern. From the waist down she was connected to a big and hairy spider's body. She was standing in the centre of a large spider web and looked to be waiting for them.

"Hyah!" Kyouko cried as she thrust forward. Her spear extended and sped towards the Spider Witch who jumped out of the way. Kyouko's spear ended up stuck to the web much to her annoyance and she tried to pull it away. This left the red-haired Puella Magi wide open as the Spider Witch lunged at her hungrily. The Witch, however, forgot about Rayonix which was a mistake as she was knocked away by a flying kick. He then used a karate chop to break Kyouko's spear shaft. Using her magic she repaired her staff and said, "Thanks."

"Let's just finish this quickly," said Rayonix, "We don't need to drag this out longer than necessary."

"You're the boss," saluted Kyouko.

The Spider Witch hissed and then rushed towards them. She spat spider webbing at them which they leapt away to dodge. The Spider Witch leapt from web to web, firing spider webbing at them but the Rider and Puella Magi were able to avoid her trap.

"I need a distraction!" said Rayonix.

"One distraction, coming right up!" Kyouko's staff collapsed, the segments connected only by a long chain which she swung at the Witch. It wrapped around the Witch's midsection and with magic-enhanced strength pulled her off her web and then swung to smash her to the ground.

Meanwhile, Rayonix had his arms spread out to the side as he collected particles of energy which then became focused into his arms. He then put his arms in an L-position and fired a beam of concentrated energy at the ensnared Witch. The Spider Witch screamed as the beam hit before exploding. The Barrier vanished at her defeat but while the two were prepared to find a Grief Seed, they were not prepared for this.

Lying in where the Witch had been defeated was a girl no older than they were.

"What?" Kyouko stared, shocked and confused. "Is that the Witch?"

"It was the Witch," said Rayonix as he went to check on her. She checked her pulse. "She's alive," he reported. Instead of a Grief Seed he found something else and picked it up. It was a dark stone which turned to dust in his hand.

"Damn, no Grief Seed," frowned Kyouko.

"But I think we need to tell everyone," said Rei as he returned to human form, "Before that let me purify your Soul Gem first."

* * *

><p>Rei called everyone for a meeting and they all met up at Homura's. The inside of her apartment had been radically altered by magic and was just a huge white space with a circular sofa and holographic images floating in the air.<p>

"Earlier, Kyouko and I were attacked by a Witch, but only it wasn't a Witch," Rei told them.

He showed them the image of the Spider Witch that the Ray Buckler projected. It then changed to show the girl that lay in the Witch's place after her defeat. This surprised them.

"So, the Witch turned back into a human?" asked Madoka. "Does that mean she was a Puella Magi?"

"No, she wasn't," said Kyouko. "I checked. She didn't have a Soul Gem but she was still alive."

"I did find an oval-shaped black stone which turned to dust in my hands," said Rei. "I think it's what turned her into a Witch."

Homura frowned in thought. She originally assumed that everything would be OK now following Walpurgis Night's defeat but then they encountered Faust and now Witches who turned back into humans upon defeat. It seemed that things in this timeline were way more different than she'd assumed, though she should've realized that since Rei existed here as well and had intervened, changing the courses of certain events that Homura recalled ended tragically. Images of Rayonix, Rei and Faust now joined her collection. She would need them for research.

"_I can only assume that the Rayblood Faust is somehow responsible_," stated Raymon.

"We don't know that for sure," said Mami.

"But Raymon's right, Mami-san. Until we know for sure Faust is a suspect," replied Rei. "That is why I want everyone to be careful. That means Witch hunts too. I'm coming on all of them. Faust hijacked a Witch's Barrier so he might do it again. Don't try to fight him either. According to Raymon only a Rayblood has chance when fighting another Rayblood and that's me."

The meeting ended and everyone left, leaving Homura to her thoughts. "Rayblood, where did you all come from?" she questioned. She would need to be vigilant and make sure Madoka was safe from this new breed of enemy.

* * *

><p>Suzuko stood atop a building and held out her hand. A black stone sprouted from her palm and she admired it as negative energy radiated from it. "The first test was a success," she said. "Now, who should I change next?"<p>

* * *

><p><strong>KAMEN RIDER CHROME: What happened to the Witch? Or was it even a Witch at all? And what was that dark stone that turned to dust? Could Faust be involved and if he is then what is he planning? Also, how will Rei's date with Mami go next? Anyway, if you guys haven't noticed already Rayonix, Raymon and Rei are both inspired from the show Ultra Galaxy: Daikaiju Battle and its sequel Ultra Galaxy: Daikaiju Battle NEO. Even the Ray Buckler is based on the Neo Battle Nizer. So, please read and review. The chaps won't be very long but I still hope you enjoy reading this as much as I do writing it. Also, make constructive criticism so I can grow and improve as a writer. But no flames, alright? <strong>


	4. EP3:Dream Date

**Episode 3: Dream Date**

**The day Sayaka and Kyouko met…**

Sayaka had gone out Witch hunting and was accompanied by Madoka when they spotted a Familiar instead. Considering that Familiars were still dangerous no matter how ridiculous they may appear, Sayaka was determined to destroy it. However, Kyouko had gotten in the way and allowed the Familiar to go free.

Familiars which had gained independence would gain the ability to create their own Barriers and after a certain amount of time would turn into the copy of the Witch they had spawned from. Sayaka wanted to destroy it before that happened but Kyouko let it go because it wouldn't produce a Grief Seed. With conflicting ideals, the two Puella Magi fought.

The fight was brutal with Madoka helpless and only able to watch as her best friend fought violently against the red-haired spear-wielder. However, Kyouko was by far the more experienced one between them. Of course Sayaka's wish had granted her accelerated healing power so no matter how much damage her body took she would still heal and continue fighting.

Then the two decided to deal deathblows at each other and Madoka was about to wish to stop the fighting when Rayonix appeared in a flash and grabbed their weapons in his bare hands. He gripped Sayaka's blade and Kyouko's spearhead in his hands and stood between them, stopping them from killing each other.

"The hell…?" was Kyouko's reaction. "Are you the other irregular?" Kyuubey had mentioned Madoka and Rei but he never mentioned _this_. What exactly was Rayonix and what was up with that armor?

"Fighting like this is pointless," said Rayonix.

"But she let a Familiar go free!" Sayaka accused.

"You mean the one that looked like a child's crayon drawing?" Rayonix asked. "Don't worry. I killed it on my way here."

Kyouko frowned and took her spear out of Rayonix's grip and said, "Hey, don't try to be some kind of hero!"

"I'm not," said Rayonix as he looked Kyouko in the eye. "What I'm trying to do is help as many people as I can." Kyouko snorted in response.

Homura had come as well to make sure Madoka didn't make a wish and was relieved to see Rayonix had made it in time.

"Damn, what a drag," scoffed Kyouko as she shouldered her spear. "Whatever, I'm out of here."

* * *

><p><strong>Present Day…<strong>

Kyouko had a habit of turning up at Rei's place early in the morning for breakfast. It became so frequent that he just stopped caring anymore and always made breakfast for two people knowing that she would appear, waiting for him to cook. That girl could eat anything and Rei knew how to cook a really delicious breakfast. Today it was a Western-styled breakfast of scrambled eggs, toast, bacon and sausages.

"Did I ever tell you that you're an awesome cook?" Kyouko asked.

"Every single time you turn up for free breakfast," Rei deadpanned. "I thought you didn't believe in charity."

"I don't, but I'm not above mooching," said Kyouko shamelessly. She took a bite out of the sausage. "Oishi~"

"I'm so glad I'm a food source for you," deadpanned Rei sarcastically.

"So, today's the day," stated Kyouko. "You and Mami are gonna go on a date."

That's right. He and Mami were planning to spend the day together, hopefully uninterrupted. Still, he was worried about the presence of Faust and the pseudo-Witch from the previous night. That dark stone had just disintegrated in his hand so there was no evidence to show the others except for the images that Raymon managed to record via the Ray Buckler.

"Yeah, I just hope I don't make an ass of myself," Rei replied.

"Hey, you did well yesterday," reminded Kyouko.

"Yeah, you were a _great_ example for a date," stated Rei sarcastically as he rolled his eyes. All she did was have him pay for everything. "You do remember what I said, right? Be careful on Witch hunts. That Faust guy could jump you in a Witch's Barrier and I doubt you guys can handle it."

"I know, I know," Kyouko said in a relaxed fashion. "But we survived Walpurgis Night. I think we can survive this."

"Pride comes before the fall, Kyouko," Rei advised. That kind of thinking led to Puella Magi dying.

* * *

><p>Now, just because Rei had a motorbike did it mean he rode it to school. There were just rules about that Rei didn't want to break so he just walked to school each day. Still, that also meant he could catch Mami along the way and they could walk to school together.<p>

Today, Rei would be picking Mami up on his bike. He rode to her apartment building and took the elevator up to her floor. He made sure to dress nice, wearing a clean jacket with an ironed shirt and blue slacks with black shoes. He also bought a bouquet of flowers.

The young Rider took a deep breath and pressed his finger on the doorbell. He waited and Mami opened the door to see him with a smile. "Rei-san, you're here," she greeted.

"Yeah, I'm here to pick you up, Mami-san," he said before presenting the flowers to her, "Here, these are for you." Mami beamed with a light blush and took the flowers which she sniffed.

"Come inside while I put these in a vase," said Mami. He took the invitation and went into her apartment. He slipped off his shoes at the foyer and put on her house slippers before following her inside.

He sat in her living room, waiting for the blonde. The place was nice but Mami lived all alone. Kyouko could keep her company since the redhead was homeless but she had too much pride and wouldn't accept any charity. That, however, didn't stop her from always coming to his place for a free meal. Still, it was better this way for her. If she had magic she had a place to stay for the night wherever she liked and at least she got food. The only other alternative would be to prostitute herself so she could survive.

"OK, I'm ready," said Mami. He got a good look at what she wore. It was an orange sweater with a denim skirt that reached her knees. She wore a brown leather belt around her waist and black stockings. On her head she wore a beret which made her look so cute. Slung over her shoulder was her purse.

"Wow…" he uttered in awe. "Mami-san, you look great," he complimented. That was a part he read from the book but it went without saying. He was sincere.

Mami blushed, fingering the hem of her sweater, "Thank you, Rei-san. Shall we go?"

"Come on, your ride awaits," said Rei.

* * *

><p>"Are you sure this is safe?" Mami asked as she stared at the motorbike nervously. Since her parents had died in a traffic accident, Mami had developed a fear of road vehicles. The motorbike was no exception.<p>

"Don't you trust me?" Rei asked as he handed her a spare helmet. Mami didn't need to think about her answer and accepted the helmet. Of course she trusted him.

"I trust you," she said. After all, Rei had been by their side, protecting them, comforting them and even restoring their hope during times of despair. He was the light that chased away the darkness. However, he had his own problems to deal with as well.

Rei straddled his bike as Mami rode side-saddle. She wrapped her arms around his waist as he started up the bike. The sudden growl made her gasp and jump but she relaxed as she looped her arms tighter around the Rider's waist.

The bike took off, picking up speed, and Mami screwed her eyes shut and shrieked from the sudden burst of speed. Once they were on the open road she allowed herself to open her eyes and look up at Rei. He seemed so confident on his bike.

He was like a knight on his steed.

* * *

><p>The pair stopped in front of the local karaoke box. "Well, here's our first stop," said Rei. He hoped he got this right.<p>

"Do you sing?" Mami asked. She'd never heard Rei sing before and wondered what his singing voice sounded like. She wasn't aware that Rei was thinking the same thing. He wondered how her singing voice sounded as well.

"In the bath," he responded jokingly. Mami giggled as she pictured Rei in the bath singing but then blushed as her imagination took a different route as she imagined his wet…naked…body…She shook her head to stop her current train of thought and focus on Rei right now, the clothed one and not the one in her imagination.

Did it just get warm all of a sudden?

Mami entered with Rei and they rented a room. They only had one hour to use it so they went in, ordered refreshments, and started choosing songs. They looked at the list inside a binder, sitting closely together on the couch. They looked to each other and then looked away bashfully.

"Why don't you sing first, Rei-san?" suggested Mami.

"OK…" said Rei as he selected the song he wanted to sing. He set the code for the song on the machine and the music played. Picking up the microphone, he stared at the screen where the lyrics would scroll by and waited as he listened to the beat before he begant to sing.

The song he picked was 'Mirai' by KIYOSHI

* * *

><p>Kyouko just couldn't mind her own business. Right after Rei left for his date with Mami, the redhead had tailed him. Following in her Puella Magi form was easy. Once she reached their destination she undid her transformation and grinned. "So, karaoke, huh? Nice touch, Rei."<p>

* * *

><p>After Rei finished his song, Mami applauded, "That was wonderful, Rei-san!" One of the karaoke box's staff had come in with their refreshments in the middle of Rei's song so now they had assorted snacks and drinks on the table.<p>

Rei took a seat and sipped his iced tea before saying, "Well, fair is fair. It's your turn, Mami-san."

Mami-san had already picked a song and picked up the microphone. The beat started up and the lyrics scrolled across the screen as she began to sing 'Connect' by ClariS.

* * *

><p>As Kyouko snuck into the karaoke box, she did not realize that she was being watched. Suzuko, aka Faust had witnessed her entering the karaoke box. He'd also seen Rei and Mami entering earlier. She opened her hand and inside the palm was a dark stone much like the one that had changed the girl from last night into the Spider Witch. "Time for some fun," she said before she followed Kyouko inside.<p>

* * *

><p>Rei applauded Mami, complimenting her on her singing, "You have an beautiful singing voice."<p>

"Thank you," replied Mami as she accepted the praise. She picked up the glass and took a sip. "I used to be in the choir before I became a Puella Magi."

"Used to?" Rei questioned.

"Well, it's hard for me to balance a normal life with the life of a Puella Magi, unfortunately," Mami explained.

"That makes sense," Rei agreed. The frequent need to hunt for Witches really cut into a Puella Magi's free time. It became their priority in life and literally meant their survival.

"Alright, it's your turn to sing again," Mami said, handing the microphone to him.

Rei picked up another microphone and said, "Actually, let's make it a duet."

The next song was "Take Me Higher" by V6.

* * *

><p>"A duet, huh? Smooth," Kyouko commented with her ear pressed against the door.<p>

* * *

><p>After their time at the karaoke box was up, Rei decided to take Mami to the nearby department store. It may sound sexist but girls loved to shop. Maybe they would end up buying anything or maybe they wouldn't. It was hard to say.<p>

Once inside, Rei sat down on a bench and waited for Mami to pick her selection before she went into a changing room. He wondered how Mami would look in the clothes he had picked out for her. Yes, Rei had been the one to pick out clothing. Not many knew this about him, but he had really good taste in clothes.

The curtain was pulled open and Mami was wearing the first outfit Rei had chosen for her. "Wow!" Rei's eyes widened. "That looks great on you!"

"Thank you," Mami smiled, blushing with delight. It was a yellow sundress. She then closed the curtain and after changing opened it again. She did this many times, trying out and showing off the outfits that Rei chose for her and she enjoyed the compliments he gave her. He even picked out a tasteful one-piece swimsuit that made Rei's face go red with a blush. He didn't remember picking it out for her, though.

Kyouko again was watching them and eating taiyaki.

* * *

><p>Their next stop after the shopping trip was lunch at a café. After ordering their food the blonde Puella Magi and the Rider started talking about anything and everything they could think of that did not involve their 'extracurricular activities'. They basically talked about life in general and their interests.<p>

"I didn't know you drew," said Mami.

"It's just a stupid hobby," shrugged Rei.

"I'd love to see your sketches, Rei-san."

"I'd be happy to show them to you. By the way, I think you should join the choir again. You shouldn't waste that singing talent you have, Mami-san."

"Oh, I'm still a little rusty," Mami denied, "Plus I need to concentrate on high school entrance exams."

"Oh, right," Rei agreed. They would be going to high school soon. They were in their final year of middle school already so they needed to make plans for the next stage. "Hey, you could join the high school choir then."

"You don't give up, do you?" Mami asked.

"Well, of course not," said Rei. Their order came and so they dined while still talking. Kyouko, wearing a disguise, sat at a table with a clear view of Rei and Mami. She was pretending to read a newspaper which she'd bought as cover and even wore a fake moustache.

"So, what's next?" Mami asked in interest.

"How about a movie?" Rei asked.

"It's been awhile since I saw one," said Mami.

"I know, because of your responsibility. But Mami-san, we have four other Puella Magi in the city to deal with the Witches here so you don't have to worry. You're not alone anymore." He put a hand on hers in comfort.

"Yes, I'm not alone anymore," she agreed as she locked her fingers with Rei. Kyouko couldn't help but envy what she saw.

* * *

><p>Mami and Rei decided to walk hand-in-hand to the movie theatre next instead of riding the bike. She felt comfortable holding his hand and he smiled as she felt her hand in his. Kyouko was still tailing them but neither of them noticed. They picked a movie, a romantic comedy, and bought their snacks and drinks before going inside. Kyouko bought tickets to the same movie and went in after the two of them, keeping out of sight.<p>

"I've always wanted to see this movie," said Mami as she sat next to Rei. She rested her hand on his and he looked at her with a smile. "Thank you for asking me out."

"Hey, this is something we both needed. A normal day for just the two of us," said Rei.

"You know, I heard an interesting piece of gossip from Sayaka-san," said Mami. Rei grimaced. "She told me that last night you went out with Kyouko-san."

Rei blanched, blushing, before admitting, "OK, I did go out with Kyouko on a date last night, but it was more of a pseudo-date, like a crash course to dating. I didn't want to make an ass of myself for lacking any experience so I needed help. Conveniently, Kyouko was there to lend a hand. All she did was burn a hole in my wallet, but I more or less had a good time."

"She's such a good friend, isn't she?" Mami asked.

"She can be a little hard to handle, and maybe annoying, but you're right. She really is a good friend," agreed Rei.

Kyouko, who'd been listening in, could only sit stunned from the words she'd heard. She knew she could be annoying but she never thought Rei really considered him a good friend. She always thought he considered her a barely tolerable ally at the very least. It put a warm feeling in her heart to hear him consider her a friend.

* * *

><p>Two hours later the movie had ended and it was starting to get dark as Mami and Rei left the movie theatre. They couldn't stop talking about the movie. "And after all that they still ended up together. Took them long enough," Rei commented.<p>

"It was because of pride that they couldn't admit their feelings at first," Mami pointed out.

"Sounds stupid to me. I mean why stick to something if it makes you unhappy?" Rei asked.

"That's just the way people are. They get used to being a certain way it's hard for them to change," Mami shrugged.

"Old habits die hard," he summarized.

"Exactly. So, where are we headed next?"

"Dinner," said Rei. "There's this nice little café that serves the best food for dinner."

Suddenly, the world around them began to warp and change.

"A Barrier," both Mami and Rei concluded.

'_Damn, why now? Why here?_' thought Rei. '_Faust, are you trying to piss me off?_'

* * *

><p>Rei and Mami were transported to a swamp-like area with many dead trees surrounding them. A Witch's Barrier was alternatively known as a Witch's Labyrinth or Maze because one could get lost trying to navigate their way around. A Witch's Barrier was also lethal to those who wandered around it because they would never be able to return to the real world.<p>

They saw crow-bat hybrids, the Witch's Familiars, flying about making mixed screech and cawing noises. He clenched Mami's hand tightly as she materialized her Soul Gem.

"It looks like we have a job to do," said Mami.

"You got that right," Rei agreed.

Mami activated her magic, allowing yellow ribbons of light to bind her body before changing into her Puella Magi outfit. She took off her hat and flicked her wrist, causing a rifle to drop out from her hat. She took hold of it and shouldered it. Rei gripped his Ray Buckler tightly, ready to purify Mami's Soul Gem.

"Ikuyo," said Mami as she led the way. The Familiar tried to get in their way but they were blocked by the energy shield Rei generated with the Ray Buckler or were shot dead by Mami. A holographic map was projected, leading them towards the Witch. Rei was navigating their way around.

"That is really useful," said Mami as she watched him follow the map.

"Well, like you girls I need the equipment," answered Rei.

"So, how did you receive your powers?" Mami asked. "You never really told us."

"The same way you did," answered Rei. He didn't elaborate any further than that. "We're getting close."

They walked out of the bushes and saw their target sitting on a lilypad in the middle of a large murky pond. It was a large toad that was wearing a queen's crown. The toad itself was camouflage-colored and covered in warts.

"Ugh," Rei uttered in disgust, wanting to gag. He didn't like toads or frogs for that matter. He had fainted once during biology when he had been told to dissect one. "Let's just get this over with."

"Indeed," agreed Mami as she produced a pair of rifles and took aim. She fired and the bullets hit their mark. The Toad Witch leapt into the water after hearing the noise and launched herself out at them. Rei grabbed Mami and pulled her out of the way before she got flattened by the Toad Witch's body slam that caused the ground to shake.

"Raymon, monitor Mami-san's vitals," ordered Rei. Vitals also included the state of Mami's Soul Gem which began to dull bit by bit with each use of magic. He would make sure it didn't reach the critical area. He would not allow her to go through Witchification. Suddenly, the toad shot its tongue out at Rei and stuck to him. He screamed, "ARGH! TOAD TONGUE! EW! EW! EW!"

"Rei-san!" Mami cried out. Suddenly, there was a crimson blur and the Toad Witch's tongue was severed and Rei was caught in the arms of her savior.

"You scream like a girl," teased Kyouko.

"Shut up, I do not," Rei protested. "Now put me down."

"Fine, 'princess'," Kyouko dropped Rei on his rear.

"Thanks…" Rei muttered as he rubbed his rear.

Mami was relieved and then her eyes narrowed intensely. She activated her magic, binding the Toad Witch in ribbons. They were tightly bound around its mouth, preventing it from using its tongue. "Now, time to finish this," said Mami as she prepared to execute her finisher when the warts on the Toad Witch's back suddenly exploded and miniature winged toads flew out and towards Mami. Mami was stunned by disgust and lost her focus, which allowed the Toad Witch to free herself.

Kyouko reacted quickly and her spearhead shot out at the winged mini-toads, impaling them before they could reach Mami. The Toad Witch opened its mouth and shot its tongue at Mami.

"No!" Rei shouted, "Rayonix Reload!" In a burst of light he transformed and flew, grabbing Mami and getting her out of harm's way. However, the tongue stuck to him and he was dragged through the air before being pulled into the Toad Witch's mouth.

"REI-SAN!" Mami cried out in horror as her date was eaten.

"DAMMIT, REI!" Kyouko shouted.

The Toad Witch licked her lips and then stared at the two Puella Magi hungrily. But then it let out a groan and held its stomach as it rolled onto its back and rolled back and forth in pain. The inside of its mouth exploded as the throat expanded and Rayonix forced its jaws opened. The sight of him relieved Mami as he remarked, "You DO NOT want to go in there!" He then jumped out and spun around before landing on his feet.

"Let me finish this," he said to the two Puella Magi as he went into a pose. Particles of light collected into his feet before he went airborne in a single bound. He then went dropping down with both feet aimed at the still belly-up Toad Witch. The attack connected and was followed by an explosion.

The Witch's Barrier seemed to disappear as the smoke cleared. The Toad Witch had reverted back to human form, revealing a familiar young woman. She was one of the staff members at the karaoke box! A dark stone was in her palm but then it disintegrated.

"Damn, no Grief Seed," Kyouko frowned in disappointment.

* * *

><p>"Well, guess that ruins our evening," commented Rei as he and Mami walked back to his bike.<p>

"What makes you say that? I had a wonderful time," said Mami.

"But what about the attack?" Rei questioned incredulously.

"Well, that probably wasn't in your plan but it was still exciting." She suddenly hugged him.

"Mami-san?" he questioned.

"When you were swallowed, I was so scared. I thought I lost you," she told him. Rei recalled when he'd witnessed Mami being eaten by Charlotte in his old world but then shook the nasty memory away. This was a new world with new opportunities opened up for them.

"I won't go down that easily, Mami-san. I'm a Rayblood, sorta," said Rei confidently. "Now, let's and have some dinner."

"Can I join ya?" Kyouko asked.

"No, you can't," Rei objected. "I still haven't forgiven you for spying on us."

"I wasn't spying," Kyouko denied.

"The moustache wasn't fooling anybody." He added, "Look, if you want dinner so much then just wait at my place. I'll make you something."

"Awesome!" Kyouko grinned. "Well, see ya later!" She then walked off.

Rei muttered sarcastically, "Not accept charity? Yeah right. She's just a moocher."

"You get along pretty well with Kyouko-san," Mami observed.

"It's not like I have much of choice," remarked Rei. "She always shows up and eats my food that it's become a routine for me to make breakfast for two every morning."

"That's kind of you," Mami commented.

"Well, she's a friend. An annoying friend, but still a friend," Rei shrugged. "Now, come on. It's time we had some dinner."

* * *

><p><strong>KAMEN RIDER CHROME: OK, choosing to end this chapter right here. It's short but that's the point. I mean a chap doesn't have to be unnecessarily long if the details are pretty clear. Of course some writers might object to that but it's just how I feel. Sides, if I try to do longer and get stuck it's pretty much a burden to me too. Anywho, Rei and Mami go out on a date. Let's see the aftermath…next time. BTW, the songs I chose. Mirai is the song to one of Ultraman Mebius' movies. Take Me Higher is the theme song of Ultraman Tiga, and Connect is the theme song for Puella Magi Madoka Magica.<strong>


	5. EP4:The Morning After

**Episode 4:**** The Morning After**

**Months ago, in a park at night, Madoka was about to make a wish to become a Puella Magi when…**

Blasting holes into Kyuubey may not have been the best way to stop Madoka from making a wish but it was still affective and managed to scare the pinkette off. Homura watched her flee and then turned her gaze towards Kyuubey's dead body.

"You know," Rei spoke as he walked out from the shadows, his form illuminated by the streetlamp, "They say that shooting small animals for fun are early signs of someone becoming a serial killer. However, considering what he is and why you're doing all this I think I'll let this slide." Homura raised her gun at him and he cocked an eyebrow.

"Who or what are you?" she asked pointedly. In the past timelines she never encountered someone like Rei. There were many occurrences but they shared many common factors. This was the only timeline where Rei ever appeared.

"You can say I'm someone like you," answered Rei. He elaborated, "I'm someone who's trying to prevent a horrible cataclysm but decided to choose a different route."

'_Interesting_,' said Kyuubey as he appeared. He'd just eaten up the body that Homura had killed. Creatures like Kyuubey had a hive mind, as in that he had multiple bodies with the same mind, personality and goal. '_I knew there was something odd about you, Homura Akemi. You're not from this timeline, are you?_' He then looked over to Rei, '_And you're the same as well_, Rei _Hikari_.' Rei's eyes narrowed at Kyuubey. He was not fooled by the white 'fairy's' appearance. He may look cute and adorable but he had been deceiving girls since who knows how long.

"Incubator," Rei said with a growl.

'_It's obvious that Homura Akemi wishes to prevent Madoka from becoming a Puella Magi. However, you seem to want her to become a Puella Magi or at least trying to save them_,' Kyuubey stated.

"I made a promise and I intend to keep it. Walpurgis Night is coming and you knew all this time. It's better to have more than one Puella Magi facing this and so I did what I had to do so we'd have the manpower to face it," Rei remarked.

'_Rayonix, where exactly did you get your power from?_'

"The same way Puella Magi did. I wished for it," Rei answered without missing a beat.

* * *

><p><strong>Present Day…<strong>

Mami had pushed Rei onto her bed and the brown-haired young man gazed up at the blonde who loomed over him. "Mami-san…?" She crawled on top of him and rested her head on his chest. She closed her eyes, listening to the gentle rhythm of his heartbeat.

"Thank you, I had a great time," she said softly.

"Yeah, I did too," Rei replied, a hand on her back. She shivered at the contact but not in a bad way. "Besides the part where I got eaten everything else worked out." He heard her giggle. "What's so funny?"

"You're such an optimist," she pointed out.

He shrugged. "Well, I don't see much point on focusing on the bad. Sure, some people will call me unrealistic but if thinking about bad stuff makes you feel depressed then what's the point?" he replied. "It's not that I don't acknowledge the bad stuff, it's just that being happy is more important than being depressed."

"I see what you mean," she agreed. "When we all found out we may turn into Witches someday I nearly lost it. I wanted to die."

"Yeah, it came as a shock, didn't it? But dying yourself isn't gonna fix things," Rei stated.

"I know that now, and the hug helped." Mami's face came up to his and she smiled. She then closed her eyes and pressed her lips gently against his. The young Rayonix went stiff as his fingers clenched the sheets. However, he slowly began to relax and his eyes began to close as he returned the kiss. Mami broke the kiss, opening her eyes. Her cheeks were pink. "That…was my first kiss."

"Yeah, mine too," he admitted. "But wasn't that a bit too soon? This was just our first date." He then saw tears forming in her eyes. "Mami-san, what's wrong?" he asked worriedly as he caressed her cheek.

"It's just…we're Puella Magi and that means our lives are short. We could lose our lives anytime or turn into Witches," she said, sobbing. "I just want to be happy. I don't want to be alone anymore."

Rei turned his head and looked at the framed photograph on Mami's nightstand and said, "But you're not alone anymore. You see that picture? It's you with all your friends, and me."

Mami smiled. That picture had been taken after the events of Walpurgis Night. They had survived one of their toughest battles of their lives. That picture proved that she wasn't alone anymore and had friends by her side.

Mami's eyelids started to become heavy and she began to fall asleep right on top of Rei. The bearer of the Ray Buckler just blinked and smiled before gently rolling her onto her back and pulling the covers over her. She cracked an eye open and asked, "Could you spend the night?"

So much was happening so fast. First the kiss and now this? Of course, maybe Mami didn't want to waste any time. She still feared her life would end too soon and wanted to enjoy every bit of happiness she could get. She wanted her date to spend the night with her. There was nothing wrong with that.

Rei nodded and lay down on top of the covers next to her. He watched her slowly fall back to sleep before closing his eyes again.

Hours later his eyes snapped open as Raymon spoke to him telepathically, '_A Witch!_'

* * *

><p>The Witch's Barrier was a labyrinth of monstrous looking leafless trees. They had branches posed like claws, faces with gaping mouths and empty eye socked which glowed with evil light. One could not tell when they would pounce on an unsuspecting victim.<p>

This Barrier belonged to a Witch named Baba Yaga. It wasn't the original witch of Russian legend as all Witches were former Puella Magi. Or, maybe it was. That was a possibility since Kyuubey claim that Witches were former Puella Magi was true. Thus, the legend of Baba Yaga which originated from Russia was the story of a Puella Magi who'd turned into the Witch in question.

Of course, when thinking of Baba Yaga, one would think of an old hag who lived in a wooden house that had chicken legs. Well, while legends had some grain of truth in them some details might've been omitted over the years when being transferred from mouth to ear, and so on and so forth, etc, etc, etc…

Because, the fact was the house was the actual Witch and Rayonix was now in battle with a demonic house that stood not on chicken legs but the legs of a dragon with a long tail tipped with a trident's head. Baba Yaga shot a fireball from her mouth, which was the house's entrance, and Rayonix leapt out of the way before he ended up well done. The fireballs continued to fire out at him and he continuously evaded them. The balls of flames hit the tree-like Familiars, incinerating them completely, before he got into position and gazed up at Baba Yaga with his yellow eyes.

As Baba Yaga began her assault anew, a series of explosions erupted all over her house-kike body and she let loose an inhuman howl. Rayonix turned his head and saw Homura with several rocket launchers lying at her feet. Homura utilized space-time magic which allowed her to summon an infinite amount of weapons and also use them simultaneously.

Baba Yaga was distracted and Rayonix took this chance to take the Witch down. He spread his arms to the sides, concentrating particles of light into the centre of his chest which then transferred into his red-gloves arms. He then swung his arms forward, firing twin blades of crescent-shaped energy that sliced through Baba Yaga. The Witch fell apart, blood bursting from her cut up body before the entire Barrier shattered and both Homura and Rayonix ended up back in the real world. Rayonix picked up the Grief Seed and tossed it to Homura who caught it.

"That's yours," said Rayonix as he turned back to human form. He looked towards a house in front of him. The Witch had decided to emerge here so he came as fast as he could.

"You're always here each night," said Homura as he stood next to Rei. They were standing in front of a house. "So, what is this place?"

"My house, or it would've been if I existed," said Rei.

"You mentioned that you gave up your existence and your name," Homura said. "What did you mean?"

"When you made a wish from Kyuubey you gave up your humanity in order to become a Puella Magi. I did the same only the guy who granted me my wish took a lot in exchange. Even this body isn't mine. It's just a shell I was lent to use now because of my contract."

"And did you have to give up your name as well?" Homura questioned.

"Every trace of my existence in exchange for my wish," replied Rei. "That was the price I paid."

"Do you regret it?" asked Homura.

"I'd be lying if I said I didn't have some regrets, but my biggest regret was not having the power to save all of you. It's a small price to pay to protect the people I love," answered Rei. He checked his watch, "Oh, it looks like the sun's about to come up. I should go. Mami-san will wake up soon and I promised to make her breakfast."

"You spent the night with her?" Homura asked, surprised.

"We only slept in the same bed and nothing more," Rei answered, "Not like it's any of your business. Anyway, see you later." He got on his bike and drove off, leaving Homura behind. She stared up at the sky and wacthed the sun rise.

* * *

><p>Mami slept soundly in bed. She had invited Rei over to her house after dinner and they talked. It got late but she had invited him to spend the night and even went so far as to ask him to sleep in the same bed with her.<p>

As the first rays of the morning penetrated her window and shone on her face, the blonde Puella Magi began to awaken. She rose up and looked over to her side hoping to see Rei but he wasn't there. "Rei-san?" she called. She tossed her covers off and got out of bed. She was still in the clothes she'd worn on her date with Rei. "Rei-san?" she called frantically.

"Yes?" Rei asked as he looked inside Mami's room. The blonde girl looked at him in relief.

"I thought you left," she said. "Why are you in an apron?"

"I was making breakfast," he answered. "Now, wash up quickly or breakfast will get cold." He exited the room.

Mami smiled warmly. It had been so long since she woke up to a breakfast already made for her. She remembered when her mother used to make breakfast. She wiped a tear out of her eye and got out of bed to wash her face.

* * *

><p>When Rei returned to his apartment, he found Kyouko lying on his floor groaning, "Hungry…hungry…"<p>

"Oh snap!" Rei cursed. He'd promised the day before that he would make Kyouko dinner but had forgotten completely.

"You liar…" she accused. "…I'm starving…"

"Oh, relax!" Rei huffed as he went into the kitchen. "I'll make you breakfast. Just…lie there, I guess."

"So…how was Mami…?" Kyouko asked, grinning.

"Stop being vulgar," Rei huffed.

"Don't deny it, buster. You spent the night with her," Kyouko accused.

"So?" Rei cocked an eyebrow. "I spent the night and then made her breakfast. Nothing else happened."

"You sure?"

"Positive." He thought, '_We were sleeping in the same bed, though._' Mami looked so cute when she was asleep like that.

He finished making a simple breakfast of French toast and served it to Kyouko. She immediately dug in, not bothering to grab the knife and fork and just started eating with her hands like she was starving. Rei knew he should scold her about proper manners but thought better of it. This was Kyouko being Kyouko.

"There was a Witch attack again last night," Rei stated. Kyouko stopped in mid-bite.

She asked, "So, real or fake?"

"Real one this time, and it looked like a house on dragon legs," Rei answered. "Homura helped me out."

"So, she got the Grief Seed then," concluded Kyouko.

"Kyouko, you know you girls don't have to compete over Grief Seeds anymore, right?" he reminded. He held up the Ray Buckler, "I got this."

"Yeah, I guess," Kyouko shrugged. "But I miss the old days, you know? I like fighting."

Rei knew that fighting was Kyouko way of coping with the pain, just like her eating habits. She wasn't the type to look back at her painful past and just looked forward, and for her next meal.

"I would say there's more to life than fighting, but considering our situation I don't think that'd be completely accurate," Rei commented. Due to their contracts they had to use their powers to fight, if not for Grief Seeds then to protect innocent people from the accursed Witches.

"Yeah, but people will always find something to fight. We're just fighting Witches. I think we're doing everyone a service," Kyouko responded.

"This from a girl who was willing to let a dangerous Familiar go?" Rei asked, cocking an eyebrow. She flicked his nose.

"Don't bring that up again, buster," she warned. "So, did you meet Faust?"

"Fortunately, not this time, but he's obviously up to something big. Those pseudo-Witches are his creation. Raymon's sure of it."

"But why make fake Witches?" Kyouko asked.

The Ray Buckler opened up and Raymon answered, "_For negative energy_."

"Raymon, please elaborate," spoke Rei.

"_You remember my people's history, on how we used negative energy as a boost for our power. I think Faust is trying to collect negative energy that comes from using a Puella Magi's magic. The Soul Gem gets tainted with negative energy each time it's used, right? And since Faust is using a Puella Magi as a host he's occupying her Soul Gem. If he's like me then he's_…"

"Draining the negative energy that taints the Soul Gem, keeping it pure while feeding himself at the same time," Rei finished. He frowned worriedly. This wasn't good. "And he's been making these pseudo-Witches with magic."

"_Yes, indeed_," Raymon agreed.

"OK, pardon my French, but that's just fucked up," said Kyouko.

"I think the others deserve to know," said Rei. He sensed a Witch's Barrier nearby. "Right after this! Come on!"

"What?" Kyouko had yet to finish breakfast.

"Another Witch is nearby, let's go!" He pulled her to her feet while she still had a piece of toast hanging from her teeth. He dragged her outside with him.

* * *

><p>The sky was blood red within the Witch's Barrier and the floor looked like a chessboard with a black and white checkered pattern. Madoka and Sayaka had arrived first and both were fighting off the horde of Familiars shaped like Chess pieces.<p>

Sayaka produced her swords and sent them flying like javelins, piercing the enemies around her. Madoka shot a series of multiple arrows, striking down her opponents as well. The blue-haired and pink-haired girls were forced back to back.

The Witch looked like a giant female humanoid who sat upon a throne. Her left half was black while the right half was white. She looked like a queen but her entire head was hidden under her crown. She just watched as the Puella Magi fought against her horde of Familiars, waiting for them to tire before finishing them off herself.

All of a sudden, a spear cut through the air and embedded itself into her chest. The Witch dubbed Queen Monotone let loose a shriek and her Familiars all froze up.

"Hey, is this a private party or can anybody join in?" asked Rayonix as he stood with Kyouko by his side. With a flick of her wrist her spear returned to her hand and she rested it on her shoulder.

"Rei!" Sayaka called happily.

"Rei-san! Kyouko-san!" Madoka exclaimed happily.

"Yo!" Kyouko saluted.

Rayonix frowned as Raymon gave him a readout of Sayaka and Madoka's Soul Gems. They had used up a lot of energy and the shine from their Soul Gems had almost darkened.

Madoka may have defeated Walpurgis Night with one blow that day but that had been the power from her wish. Now she was just as powerful as an average Puella Magi. If she still had the power she had demonstrated on Walpurgis Night now then this all would've been over before they got here.

Queen Monotone rose from her throne, towering over the Puella Magi and Rider as she strode over to them. Her Familiars ended up crushed under her feet but she paid them no mind. They were simply minions that had ceased being useful.

Rayonix's gaze went towards the crack in Queen Rosetta's armor which had been caused by Kyouko's spear earlier and smiled. He concentrated energy as Queen Rosetta got close and then charged up his arms. This time he crossed his wrists together with his fists clenched as a ball of energy formed above his head. His horns crackled with electricity as the orb of energy grew bigger and bigger.

Queen Monotone lashed her hand out and Rayonix released his energy orb. Queen Monotone howled in pain as her hand was blown up and clutched the stump painfully. "Madoka, shoot at the crack in her armor!" Rayonix instructed.

Madoka's eyes focused on the crack and she nodded. She took aim and focused on the target before releasing an arrow that hit the bullseye. Queen Monotone stiffened and then exploded in a flash of light. Dropping down from the explosion was a single Grief Seed which Rayonix caught and held up to Madoka. "Here, your souvenir."

"That was great work, Madoka!" Sayaka cheered and the pink-haired girl blushed.

"Meh, it was OK," Kyouko shrugged. "I was the one who made the crack, remember?"

"OK, no fighting," Rayonix advised. "Now, it's time for you to get your Soul Gems cleaned." He held the Ray Buckler over their Soul Gems, sucking up the energy as the Witch's Barrier began to collapse.

"So, who's hungry?" Kyouko asked.

Meanwhile, Suzuko (Faust's host) was watching the development, her eyes focused on the Ray Buckler. "So, that's how he does it. He stores the negative energy away. No wonder he's so weak." She then realized that the Ray Buckler must have tons of negative energy stored inside. "I want it."

* * *

><p>Rei, Madoka and Sayaka sat in a booth at the fast food restaurant that Kyouko was working at. Homura couldn't join them because she was busy reorganizing data and Mami was absent because she had piano lessons. They already got their food and were watching as Kyouko was serving customers at the cashier.<p>

"I don't believe it," stated Sayaka in awe.

"That she's working?" Rei asked. "She can't use her magic for everything forever."

"I know, but I never thought she'd work here," Sayaka stated. "Oh, who am I kidding? There's food here."

"She gets a free lunch too," added Rei. "That's all part of the job, I guess."

"I'm proud of her," stated Madoka. "She's really growing up."

"Madoka, you sound like a mother," Sayaka teased.

"Sayaka-chan, that's mean!" Madoka frowned.

"So, how was your date with Mami-san?" Sayaka asked Rei.

"It was the best thing ever," smiled Rei. Seeing Mami smile like that had been wonderful. He reached for a fry and was about to pop it into his mouth when it was snatched out of his hand. "Huh?"

Kyuubey sat on the table, munching on the fry. '_More, please_,' he thought-spoke.

"Kyuubey…" Rei growled, tempted to strangle the little weasel.

"Get out of here," Sayaka threatened. She hated Kyuubey for deceiving her when he granted her wish. Sure, she should be over it by but she couldn't help but get mad at the beady-eyed 'fairy'.

"Kyuubey, what are you doing here?" Madoka asked. She may not trust Kyuubey anymore but he was still a good source of information. He never lied to them, only kept back vital information.

'_I was hungry_,' said Kyuubey. He made another attempt at Rei's fries but he held them out of Kyuubey's reach.

"Get your own, furball," hissed Rei.

"Yeah, what he said," Sayaka agreed.

'_Oh, and I just wanted to share a piece of interesting information_,' said Kyuubey.

"Really?" asked Madoka happily.

"What's the catch, fuzzy?" glared Rei.

'_Oh, this is for free_.'

Rei didn't trust Kyuubey but knew he wasn't a liar. He just held back information until he was asked.

'_Faust is the one creating those Dark Stones_,' Kyuubey answered.

"We know, it was obvious," Rei snorted. "If you came to us to just tell us what we already know then just leave." He wanted Kyuubey to know that he was clearly not welcomed.

'_Oh, then you don't want to know that he's coming after your belt buckle_,' added Kyuubey. Rei froze and stared down at the Ray Buckler which was clipped to the side of his belt. '_Oh, he knows you've been using it to purify Soul Gems and have been storing away plenty of negative energy. Now he has a real reason to come after you._'

"Did you tell him?" Rei asked accusingly.

'_No, he found out for himself_,' shrugged Kyuubey. '_Anyway, if I were you I'd watch my back_.' He then ran off.

"OK, why would he tell us something like that?" asked Sayaka.

"Maybe he's really changed?" Madoka suggested.

"Hardly," scoffed Rei. "He's just trying to regain our trust with this stunt."

"But he can't lie," Madoka said. "So that means Faust really will come after you."

"I don't think that makes much of a difference. He's still targeting me. He just has a more motivating reason to do it now," said Rei.

"We should call Mami-san and Homura and tell them about this," insisted Sayaka.

"Yeah, you're right," agreed Rei.

* * *

><p>The sky was blue and had thin wire hanging in midair. The wire had sailor fuku hanging from them and balancing on the wire like a spider was Patricia. She was a Witch who took the form of a headless humanoid with pure white skin. She wore a black sailor fuku and had six arms, two which took the place of her legs.<p>

Faust was staring down at Patricia and focused on the negative energy he'd absorbed from Suzuko's Soul Gem. He formed a dark ball of energy and it was focused in his left hand. He then punched forward, firing a series of energy beams which lanced through the air. Patricia was struck repeatedly by the energy beams and she exploded. Faust caught the Grief Seed and looked at it before crushing it in his hand. When he opened his palm the Grief Seed had been turned into a Dark Stone.

"More," he whispered. "More, I need more power."

* * *

><p><strong>KAMEN RIDER CHROME: Yes, this chapter is short, but there is a purpose for it. You just have to find out for yourself what that purpose is. A couple of fights, a bit of an explanation of <strong>**the price behind Rei's wish, and maybe some character relationship development. Anyway, Suzuko now finds out where Rayonix stores away the negative energy that he takes whenever he purifies the Puella Magi's Soul Gems.**


	6. EP5:Equivalent Exchange

**Episode 5: Equivalent Exchange **

"Madoka? Homura?" I called as I walked along the damaged streets, carefully avoiding the procession of Familiars that marched along the empty streets to welcome Walpurgis Night. This was a nightmare. As far as everyone normal was concerned a storm had hit the city. They were not aware of the existence of magic, of Witches and Puella Magi, and of the situation. They didn't even know that a giant Super Witch had descended and nearly destroyed the city. As far as they knew to their rational minds all the damage was caused by the storm.

I was looking for my friends, Homura Akemi and Madoka Kaname. They were important to me and were both my classmates and friends.

And within this month I had lost many friends. First was Mami Tomoe who was officially declared missing but I saw her death. She had her head crushed. Sayaka Miki was another one of my friends and I hung out with her along with Madoka and Hitomi Shizuki. However, she too had died. Her body was found in a hotel room with no physical signs to point out any cause of death. It was like her body just dropped dead all of a sudden. Finally, there was Kyouko Sakura who had lost her life in an explosion.

Their deaths had supernatural reasons behind them but I didn't want to think about that. I just wanted to find my two friends.

I did and I collapsed to my knees, screaming, "NOOOOOOOOO!-!-!"

Homura and Madoka were both dead. I crawled over to their bodies and tried to shake them awake. "Madoka! Madoka, wake up! Homura, speak to me! Please, speak to me!" I begged loudly but they didn't respond. Their bodies were cold and I couldn't feel a pulse coming from them. "Why…? Why am I such a coward?" I asked myself. I could've fought alongside them. I could've been an ally. I could've been fighting by their side but like a powerless coward I just stood by and let this happen. I slammed my balled fists against the ground and cried out, "GOD, WHY DID YOU LET THIS HAPPEN!-?" Madoka and Homura died as heroes to save the city, giving up their very lives. I didn't think I deserved to be saved. I didn't do anything for them when I could've. I just stood out of the way and each time I did I watched as a friend died.

Tears fell from my eyes, falling onto my fists as I wished I could change all this. I really wished I could change all this.

'_So, you want power?_' I heard a voice in my head and I turned my eyes towards the white four-legged creature that approached me. He offered, '_That's a simple task for me. Let me give you power_.' I glared at the creature. It was because of him that all this happened. I wanted him dead. I lashed out quickly, wrapping my hands around his throat. I didn't hesitate as I squeezed the life out of him and heard a satisfying crack as I snapped his neck. Then, I let go and watched his limp body fall to the ground.

However, as satisfied as I was it did not bring my friends back.

* * *

><p>I attended Madoka and Homura's funeral. It seemed fitting that both girls be buried side-by-side. I saw Hitomi crying with Kyousuke consoling her. I also saw Madoka's parents and little brother present as well. Her mother was crying as her father held his head down. Madoka's innocent little brother did not understand what was happening but he understood that his mother was sad. He would grow up never really knowing his big sister and I felt my heart break at the revelation.<p>

As far as everyone knew they had been killed by the storm. They had just snuck out of the shelter and were killed by falling debris. I knew the truth but couldn't say anything. What could I say? I'd be declared insane and then sent to a nuthouse. My family attended the funeral with me. All these people were Madoka's closest family and friends. They were not aware that Madoka had sacrificed her life for them. Homura didn't seem to have any family and it seemed I was the only one paying my respects.

As the rain fell, I stayed behind even as everyone left. My parents left too, knowing that I wanted to spend more time with my deceased friends. I knelt before their graves, wondering if there was anything I could do to change all this. "First Mami, then Sayaka and Kyouko, now you two…" I uttered pathetically. "Why must horrible things happen to good people?" I didn't understand and I wasn't sure I wanted to understand. It just seemed too cruel.

An umbrella was held over my head, shielding me from the rain. I stood up and curiously turned around to see a man dressed in a green overcoat, red and white stripes trousers, leather shoes, and red and yellow polka-dotted bowtie and wearing a top hat upon his head of blonde hair. He also had a long and pointed nose that could poke someone's eyes out.

"It would be bad for you to catch a cold," he said.

"I deserve more than just a cold," I replied coolly. I didn't know who this guy was but I didn't want to seem rude to someone who provided me shelter from the rain. He didn't seem bothered by it as the rain fell upon him.

"Ah, survivor's guilt," he spoke, as if he knew what I was going true. My eyes widened. Survivor's Guilt? How could be conclude that. "I've seen plenty of people with eyes like yours and I can sense the regret you feel. You couldn't do anything for them and yet they died while you live. That is why you feel guilty," he elaborated.

He was vague, yet precise. Who was this man? "Who are you?"

"My name is Topper Liquer, and I am but a simple merchant," he answered.

"A merchant? You mean a businessman?" I asked.

"Yes, precisely, and I deal with rare and valuable items," he stated.

"Look, if you're trying to sell me something, I'm not interested and I doubt I have any money to buy what you have," I said. "But thanks for the umbrella, though."

"No problem. Still, there must be something you want. Everyone has something they want," he said to me.

"What I want is something I've lost," I said as I traced my finger around the picture of Madoka that was on her gravestone. I did the same for Homura's picture. Inside my pocket was my cell phone and it in were pictures of Mami and also pictures of Sayaka and Kyouko. I had a habit of taking pictures of the people around them. I wanted to save my memories so I could always have something to remember them by.

"If you lose something, then you stand to find it again," he said reasonably. He snapped his fingers.

That was when I realized something was off. The rain had stopped and I did not mean in the traditional sense of the word. I meant that the rain had literally stopped as in was frozen. The water droplets just floated in midair around me and Topper. I soon realized what this was.

It was magic.

I felt myself tense up in this stranger's presence. What did he want from me? Was he like Kyuubey? Was he in league with that weasel who had caused my friends despair and cost them their lives?

"I see you recognize magic," he said to me. "Then I don't need to waste time explaining."

I didn't stand to listen anymore so I ran as fast as I could. My feet pounded along the wet grass as I tried to put as much distance between myself and the man in the top hat as physically possible.

I then stumbled as I saw him in my path. How…? Of course, magic! I changed directions but he was in front of me again. No matter where I ran he was always right in front of me, smiling at me. I slipped and fell on the wet grass, sobbing. Why must these beings torture me like this? Kyuubey had come again to offer me a wish and I had violently refused as I had no need to be part of his scheme. I did not want to be one of his pawns. I would not be fooled so easily.

Kyuubey and this stranger had one thing in common. They were persistent. I shouted, "WHAT DO YOU WANT!-?"

"Like I said I am a merchant and I think I can offer you a deal," he spoke.

I decided to listen to his offer. It wasn't like I could do anything else. I didn't have any power to escape him or oppose him. As much as I wanted to wipe that arrogant smirk off his face, I stayed where I was and decided to listen.

"You wish for power, power to save your friends, and I can make it happen," he said.

I let out a mirthless chuckle. "_Power to save your friends?_" I repeated mockingly. "It's too late! They're gone!" I pointed to Madoka and Homura's graves. "My friends are dead and buried right there! How can I save them now!-?"

Topper offered me his hand and I took it with great reluctance as he pulled me to my feet. "Tell me, do you believe in parallel worlds and alternate universes?"

He snapped his fingers and I suddenly found myself standing in an infinite white space. I frowned. Magic again. I was really starting to dislike magic. Then I saw several screens fly past my line of vision and gasped as I saw my friends fighting, though some of the scenes were different. There were events which I was familiar with and some completely alien to me.

"These are worlds parallel to your own, where a different series of events occurred that altered their histories and outcomes quite differently from one another," Topper said as he stood behind me. "Of course, it would appear that you only exist in _this_ reality. That makes you really unique."

I looked to the screens. I didn't see myself at all. It was like I didn't even exist. Was it true? Did I not exist anywhere else?

"It is quite rare for someone to have a lone existence in the Multiverse. There would be worlds you did not exist but for you to only exist in one world without a parallel or alternate analogue is quite interesting," he continued.

"So I'm unique," I shrugged. "What's your point?"

"Those who are unique are destined for greatness because they possess limitless potential," he told me.

"A whole lot of help that did me or them," I scoffed. Limitless potential? Me? Sure, I had magical potential according to Kyuubey but I didn't trust that weasel.

And I didn't trust this guy either. I've grown wary of magic. This man was offering me something and there was going to be a price to be paid. There was always a price. Nothing was ever for free. There was always a catch and a cost to deals made. That was a universal law. Something always had to be gained by someone. My parents taught me that which is why I didn't accept deals so easily. One should always remember to look at the fine print.

"I am here to offer you the power to save your friends. I am going to send you back in time to undo all the horrible things that happened to them," he said to me.

"Oh, and what's the catch? What price do I have to pay? My humanity?" I asked. A Puella Magi body was just an empty shell with their Soul Gems containing their souls. They became, as Kyouko put it, zombies.

"Your humanity, in a matter of speaking," he answered. I knew it, and this guy admitted it. Still, I continued to listen. If I were to decline or accept I would need to hear all the facts. "Equivalent Exchange is a rule I always try to follow. For something to be gained, something of equal value must be sacrificed as a result. If you give up something, the reward must also befit the sacrifice you make."

"So, for this power I need to give up something just as valuable," I concluded. "For inhuman power I need to give up my humanity."

"I'm not just offering you power, I am also sending you back in time to the beginning," he clarified, "And the cost goes beyond your humanity. By sending you back, I will need to take your existence as a price."

"My existence?" What did he mean? What did he mean by 'take my existence as a price'?

"Your existence, meaning that all evidence of your existence would be completely erased. You will be sent back in time but you would have never existed. You would have never been born," he told me.

"So how am I supposed to help them if I don't exist?" I demanded. Yet again I was going to be screwed over. Fortunately, I had the foresight from my experience to ask the right questions.

"You would pay with your current existence, but a new one would be created for you in its place," he answered. "As for power, this will be it."

My pocket glowed and I took out my cell phone. It was glowing and before my eyes it changed shape. "What is this? What did you do to my phone?"

"That is your power," he told me. "Don't worry. All your pictures are still inside. I simply changed your phone into something more practical for your mission."

"OK, so what does it do?" I asked. I pressed a round button and it split open to reveal a blue screen. Staring back at me was a black silhouette. "Huh?"

"Oh, and you won't be going alone. Meet your partner, Raymon," Topper said.

"Raymon?" I asked, staring at the silhouette.

"_Yes, that is I_," Raymon replied.

"You talk!-?" I gawked.

"_Of course_," Raymon replied. "_How else am I supposed to communicate with you?_"

"Raymon is, or was, from an extraterrestrial race known as the Rayblood," explained Topper, "And it is his power that you will be using. He's also one of my clients, which you will be too once you accept my offer."

"So, what did he offer you?" I asked Raymon.

"_A chance at redemption and to use my powers for the benefit of others_," he answered.

"So why are you stuck in what used to be my phone?" I asked.

"_I've lost my body_," he answered, sadly, "_And I exist only as a spiritual being_."

"Which is where you come in," Topper said to me. "Raymon will bond with your body so that he will regain a body and you will be able to use his power. You will be sharing one physical form."

"OK, let me get this straight," I began to summarize, "You're gonna send me back in time, but I won't exist, and at the same time you want me to fuse with an alien."

"In a nutshell, yes," he said.

"What makes you think I will accept?" I asked.

"I wouldn't have come if you weren't," he said as if it made sense. "I only come to those who have a desire and are desperate enough to do anything. You weren't aware of it but you were calling out to me. You wanted this, you just didn't realize it."

Did I want this? Deep down, did I really want power?

Yes, I did. I was just too scared and because of my cowardice they all died. I wasn't brave enough and told myself I wasn't ready.

That was a lie. I was ready and I am ready now.

But was I willing to pay the ultimate price? Was I willing to give up the life I knew, my existence? Looking back, my friends all had their lives taken from them. Maybe if I had been stronger then all of that could've been prevented.

My guilt had been eating me up inside since I saw Mami die. And then my guilt grew even more when Sayaka and Kyouko lost their lives as well. Madoka and Homura's deaths were the proverbial 'straw that broke the camel's back'.

I knew exactly what I was giving up but then the chance to change things was in my hands. The cost was too high, for sure, but nothing worthwhile could be done without personal sacrifice.

But was I willing to give up my existence?

I looked at the screen and looked through my photo collection. I then looked up at the screens floating around me and saw their faces.

I gave my answer that would seal my fate, "Alright, I accept."

Topper smiled sympathetically, knowing I had been at war with myself over the issue. I had a chance to change things. The cost was high but it would be worth the price.

"You do realize you are giving up your existence, right? That means your body will be given up as well as your name," he told me.

"My name too?" I questioned.

"It's proof of your existence," he told me. "But don't worry. A new body will be provided for you. It's part of the deal really. Your old existence for a new one."

That made sense, I guess. "So, when do I get this body?"

"Now," he said and he pulled his top hat off his head. He held it by its brim and it expanded before he put the hat over my body. I saw nothing but darkness and began to panic but in the blink of an eye he'd removed his hat from around me and shrunk it down so he could place it back on his head.

"Ta-dah, your new body!" he said as he pulled out a full-length mirror out of nowhere and gaped at my new body. I was no longer dressed in black but instead wore a red jacket with two rows of vertical buttons, blue jeans and black shoes. My hair was the same color, only shorter. My eyes were still the same. "What do you think?"

"It is different," I said as I admired my new body in the reflection. Clipped to my belt was my former cell phone. "Raymon, what do you think?"

"_I believe the females would consider you quite attractive_," my new partner said honestly. Yes, he was my partner because we had similar motives. We wanted to redeem ourselves and if this was the only way so be it.

"I never considered myself attractive for girls," I said honestly.

"Now, you'll need a new name because I doubt your old one would be appropriate," Topper said. "Then again you've already given it up so you really should take on a new name befitting your new identity."

I thought about my new name. I wanted parts of my old name to be in it. I then answered, "Rei. My name is Rei Hikari."

"Well, Rei Hikari, it's time for you to take a trip," said Topper and suddenly I found myself in a train terminal. A bullet train stopped at the platform and a door slid open. Topper handed me a one-way ticket back to the past. "You only have one shot at this so don't waste it."

"I won't," I promise as I took the ticket. I was about to take my first step into a new journey. "Thank you," I said to Topper.

"No need to thank me," he said. "I was just doing business." I nodded and went into the train. The door closed and I took a seat before the train pulled out of the station. I watched as the train sped past a desert with mountains and a rainbow-colored sky before it was replaced by a multicolored tunnel of light. I heard that I was on a time train, meaning a train that traveled through time.

I opened up my former phone, which I now dubbed the Ray Buckler, and scrolled through my photo collection. There was a picture of Sayaka, Madoka and a girl with long brown hair and emerald green eyes dressed in the same school uniform as them. I took one last look at my former self before switching to Raymon's image.

"So ends the life of Reika Akari, and begins the life of Rei Hikari," I said to myself as I looked forward to my mission. "I'm going to save you all, I swear."

* * *

><p><strong>KAMEN RIDER CHROME: Well, this chapter pretty much reveals Rei's origins. I bet I shocked you all with this twist. I know I surprised myself. I hope you all enjoyed this little piece. Next will be the finale of Rei's story but that doesn't mean the end of Rayonix's story. Trust me, there will be more. Just please remember to read and review and give me your support.<strong>


	7. EP6:The End of a Journey

**Episode 6: ****The End of a Journey**

The Rayblood were an extraterrestrial warrior race who used negative energy to fuel their incredible power at the cost of turning into mindless berserkers. Their thirst for power and lust for battle was what led their race to extinction in the first place. Being unable to leave their home world as punishment for their cruelty they instead turned on each other and the entire race was wiped out. However, there were Rayblood who still existed as spiritual beings of pure energy. They were able to freely travel through the cosmos, but had no physical bodies.

However, these Rayblood would be able to regain their physical forms by forcefully taking over a host body, making it their own. Sentient life forms would become victims of the Rayblood's cruelty once more.

Of course, one Rayblood would fight against his kin. Raymon, a Rayblood bonded to the human Rei Hikari who was formerly known as Reika Hikari, would fight against the evil Rayblood Faust and prove that he could conquer the savage and bloodthirsty nature of his race.

* * *

><p>A couple of weeks had passed since their first date and both Rei and Mami had only grown closer with each passing day. They even walked to school while holding hands. Juicy gossip was exchanged about the couple but they paid them no mind. Of course this broke the hearts of Mami's admirers. They had lost their chance and all because Rei had become her boyfriend.<p>

Yes, Mami and Rei were together now, as in they were a couple, as in boyfriend & girlfriend. They did all the things boyfriends and girlfriends did, like go on dates, eat lunch together, walk to school together, walk home together…and fight together.

Ok, that last part isn't exactly what one would call a typical boyfriend-girlfriend activity but for these two it was routine.

* * *

><p>"HYAH!" Rayonix called as he used an energized uppercut to send the Venus flytrap-like Witch flying.<p>

"TIRO FINALE!" Mami called as she conjured her massive gun and took aim at the airborne Witch. With a squeeze of a trigger, she unleashed the gun's payload and the Witch was vanquished. Of course, the Witch turned out to be another one of Faust's creations, a pseudo-Witch which was a product of his Dark Seeds that turned normal humans into Witches.

The Witch reverted back into an innocent florist as the Dark Seed was ejected from her body. It then disintegrated as it touched the ground.

"Another fake Witch," stated Mami as she and Rayonix turned back to normal. The garden-like Barrier also vanished after the pseudo-Witch's defeat.

"We've been getting a lot of these lately," said Rayonix, "But no Faust."

"Maybe he's scared to face you," suggested Mami optimistically.

"I wish it were that simple, Mami-san, but guys like Faust rarely work in a straightforward manner. The best super-villains are the ones who stay in the background as their plans come to fruition before they strike," Rei replied. "He's trying to accumulate negative energy by draining it from the Soul Gem of the Puella Magi he's hijacked. The more magic he uses the more negative energy taints the Soul Gem and he feeds on it." He added, "Speaking of negative energy, time to clean your Soul Gem."

"Oh, right," said Mami as she presented her Soul Gem to her boyfriend. '_Boyfriend…_' thought Mami blissfully. She watched as Rei held his Ray Buckler over the Soul Gem and the dark tendrils of negative energy were sucked into the screen.

"_Purification completed_," Raymon reported.

"So, how much negative energy have you stored in there?" Mami asked.

Rei checked and his eyes bugged. "Woah…that's a lot." Of course it shouldn't be surprising. The girls didn't need Grief Seeds to clean their Soul Gems anymore, relying on Rei and his Ray Buckler instead. The pseudo-Witch attacks have also been increasing in frequency, which meant that Rei had to be present to clean the Puella Magi's Soul Gems.

Mami remembered the last time Rei had accessed the negative energy he'd collected and stored and frowned. She remembered how Raynonix had completely lost control of himself and attacked them. Only Madoka's wish had purified Rei and saved him from himself.

"Rei, what will you do with that negative energy?" Mami asked worriedly.

"I don't know," said Rei. "I haven't figured out a way to safely dispose of it, and if I have Raymon consume it he might end up like Faust."

"_And if I go insane, then Rei goes insane as well due to our bond_," added Raymon.

"Well, maybe you can use a bit of that negative energy to boost your power," Mami suggested.

"I won't do that, Mami," he swore firmly, "Remember what happened the last time? I won't hurt anyone again, ever." It would go against his purpose if he killed those he'd sworn to protect.

"I'm sorry," she apologized. He caressed his cheek.

"It's fine, you were just trying to help me out," said Rei and he kissed her cheek. She smiled, blushing shyly. "Now, let's get this person someplace safe."

* * *

><p>And on the weekends, when they had free time and weren't too busy fighting Witches, they would train. Fortunately, they found an abandoned warehouse to use for training purposes.<p>

* * *

><p>"Take this!" Kyouko shouted.<p>

"Hiyah!" Sayaka yelled.

Rayonix blocked their weapons with his forearms and then shoved the weapons away before he punched forward, hitting the redhead in the chest. Sayaka tried to swing at his back but he caught her blade in his hand. She smiled and produced another sword in her free hand and stabbed at Rayonix. Sparks were scratched off his chest and he was forced to release his grip. He then felt a chain wrap around his neck.

"Shi-yah!" Kyouko shouted as she tugged and pulled Rayonix off his feet. He slid along the floor and was smashed against several crates. Meanwhile, Mami, Homura and Madoka were watching. Madoka wore an expression of concern as Homura's expression was apathetic as usual. Mami was cheering Rayonix on.

"Gambatte, Rei-san," Mami encouraged.

Kyouko pulled back the chain and all of a sudden a beam of light lanced towards her. "Oh Shit!" she cursed and brought up her spear to block. The shaft took the full brunt of the attack and she was knocked to the ground. Rayonix then flew straight Sayaka who started to toss her swords at him. He dodged the assault and then dropped down with his right leg extended in a kick. She jumped away as Rayonix smashed a crater into the floor.

"Hey, this is just practice!" Sayaka reminded as her clothes change to her civilian clothes. "No need to go all out."

"I wasn't," Rayonix responded. "Alright, Madoka, Homura and Mami-sana are up next."

Madoka nodded and with Homura and Mami they transformed to their Puella Magi forms. Homura demonstrated skillful use of her powers as she bombarded Rayonix with shotgun blasts. He wasn't injured due to his armor but those shots had hurt. Mami used her ribbons to bind him and Madoka had her arrow aimed at him. He cut himself loose and went for Madoka, only for a cannonball to hit him in the side and send him flying. Homura was standing next to a cannon she'd conjured and smirked.

Rayonix smirked under his helmet and dashed for Homura, dodging Madoka's arrows and then used a fist to flatten the cannon to the ground. He then grabbed Homura by the wrist and twisted but as she was forced to her knees she had a Desert Eagle aimed at his head.

It was stalemate and they had their eyes focused on one another intently. Homura's finger was on the trigger but Rayonix's free hand was shining for the killing blow. After a nearly uncomfortable minute of silence, the pseudo-Rayblood released the Puella Magi.

* * *

><p>The group sat in a circle as they took a break. Rei was seated between Kyouko and Mami and they were reviewing the training session and their battles in the past several weeks.<p>

"I think we went over this already," said Kyouko in a bored tone as she munched on some Pocky. "Faust wants to collect negative energy and is gaining strength and he might come after Rei."

"No, he'll definitely come after me," said Rei. "I'm sure of it. I literally have the biggest concentrated source of negative energy in the palm of my hand." He held up the Ray Buckler for emphasis. "He's gonna want to get to me, to get this."

"So, why hasn't he come after you yet?" Sayaka asked. "He's got plenty of chances."

"He's power hungry, so he wants to collect as much negative energy as he can before coming after me. I guess he assumes I'll use it at some point, maybe even against him, so he's preparing himself," Rei answered.

"You won't, will you?" Madoka asked.

"I might," Rei answered. He wasn't sure.

"You went crazy the last time," Kyouko reminded.

"I know, which is why if I do use negative energy I want you all to get as far away from me as possible," Rei cautioned. "I don't want you getting hurt. I know you guys can handle yourselves but a battle between Rayblood is way out of your league."

"Be careful," Mami advised.

"You know I will," smiled Rei. They gazed at each other lovingly and Kyouko cleared her throat.

"Hey, you lovebirds," Kyouko teased, "You need to wait after everyone has cleared the room before you go all lovey-dovey."

"Jerk," Rei retorted. "No more free meals for you."

"Oh, I'm so scared," Kyouko rolled her eyes.

"Kyouko-san, tomorrow our school is having its annual Cultural Festival. Why don't you drop by?" Madoka invited.

Kyouko smirked. A Cultural Festival meant there would be food. "I'll be there."

"You know she's only coming for the food, right?" Rei stated. Kyouko glared at him. "What? Are you gonna deny it?" Kyouko huffed and got up before leaving. "Stay out of trouble, Kyouko."

"Hey, I can't help it when trouble comes to me," retorted Kyouko.

"Normally you start trouble, so don't make trouble," responded Rei. Kyouko gave a wave and walked out of the warehouse. "Mami-san and I should go too. We're needed for final preparations for our class' attraction."

"Yes, us too," said Madoka. "See you tomorrow."

* * *

><p>Mitakihara Middle School was hosting their annual Cultural Festival today. Each class had their own attraction set up. You had the standard cafes and haunted houses run by each class. There was even a class who did fortunetelling. A Cultural Festival was a chance for students to display their skills at running a small business.<p>

Booths were set up outside the main building, covering the schoolyard.

Mami and Rei's class was doing a Butler & Maid Café. They would be serving desserts to their customers.

"You look really dashing," said Mami as she fixed Rei's bowtie.

"Heh, thanks," Rei smiled. "You don't look too bad yourself, Mami-san." Rei was dressed as a butler, sporting a black tailcoat with matching black pants and also wearing a white buttoned down shirt with a bowtie. He also had on a vest underneath his coat. Mami was dressed as a maid with a black dress that reached her knees, the white apron and the maid cap. Her shoulders were puffy as well and her sleeves had white cuffs. She wore black stockings as usual. "You look really cute, Mami-san."

Mami smiled and they both began their duties, welcoming and serving customers. The maids and butlers would act as hosts and treat their customers with hospitality.

* * *

><p>Kyouko arrived at the gate and looked around. There was an arch at the school entrance and she saw banners hung up. There were various booths set up on the schoolyard, offering refreshments. Kyouko licked her lips. "Now this is going to be fun." She patted her stomach, eager to have her fill.<p>

* * *

><p>"Okaeri nasai, Goshujin-sama," Rei welcomed guests as a butler would, bowing respectively as they came to their outdoor cafe. His smile made girls blush and the he did prove that the clothes made the man as his dashing butler uniform made him absolutely handsome. She led the two customers towards a vacant table and Mami went to take their orders as Rei went back to the entrance to welcome more customers. The next customer to come in was none other than Kyouko and Rei nearly choked when he saw her. "Okaeri nasai, Goshujin-sama," welcomed Rei, trying to be hospitable. His smile was a bit forced, though.<p>

"Say, you clean up nicely," said Kyouko. She spotted Mami serving customers. "And she looks really cute too. She's got the legs to make that outfit work."

"Would you like me to take you to your table?" Rei offered. He saw that she was carrying a bag of taiyaki and was casually munching on one.

"Oh, yeah, sure," shrugged Kyouko as Rei led her to a table. She looked at the menu and then pointed at several items. "OK, I want this, this and this."

"I'm sorry, but I'm not a server. I'm a greeter," he apologized.

"Oh, well, whatever," said Kyouko as she watched Rei stand at his post.

* * *

><p>After finishing the desserts she'd ordered, Kyouko went and looked around for the attraction Madoka's class had set up and finally found it. It was a big black tent and Madoka was at the entrance, taking admission payment. The tent had an entrance and an exit and it was obvious from the decorations as to what it was. "A Haunted House?" Kyouko asked.<p>

"Kyouko-san, you came," Madoka beamed.

"So, should I expect Homura and Sayaka dressed up as ghosts or something?" Kyouko asked. He heard screaming as a couple of boys fled out the exit. "Heh, looks like you're doing well. Using magic?"

"No, just some really great ideas," said Madoka. "Come inside."

Kyouko paid for admission and went inside. What she saw was something familiar. The interior of the tent was decorated to resemble the interior of a Witch's Barrier and set up like an eerie labyrinth. "Wow, spooky," she muttered sarcastically. She walked along the path and all of a sudden a zombie burst out from behind a gravestone. "Hey, Sayaka."

The 'zombie' frowned and glared at Kyouko. "You're supposed to be scared."

"I know, but I got used to seeing your face a long time ago," Kyouko shrugged, "And I've seen freakier."

"OK, you got me there," Sayaka agreed. She then blinked. "Wait, what?"

"So, where's Homura?" Kyouko asked. She felt a tap on her shoulder and turned to see a 'ghost' dressed in a white kimono and with only a skull for a head. The 'ghost' removed her skull and revealed herself to be Homura.

"Right here," Homura answered stoically.

"How did you get convinced to do this?" Kyouko asked.

Blushing, Homura replied, "Madoka can be very persuasive."

"Madoka did puppy-dog eyes and she caved," Sayaka elaborated.

"You are so whipped," Kyouko joked. Blushing, Homura put the skull mask back on and went into hiding again so she could prepare and scare the next customer.

"Well, I'm gonna go on ahead. Happy scaring," Kyouko said as she went on.

* * *

><p>Mami and Homura were allowed to go on a break and used the time they were given to tour around the festival grounds. There was a lot to do today and the couple decided to enjoy themselves. Of course Rei kept being asked to pose for pictures with some guests. It wasn't his fault he looked really good as a butler. Even Mami got hit on by some older boys only for them to back off when they saw Rei.<p>

Meanwhile, Suzuko had just arrived and looked around. "He's here." She could sense Rei's presence. And if her guess was right he would be able to sense her too once she made her presence known. She decided to indulge and enjoy herself at the festival. Looking at all the humans, her wicked grin widened as she thought of how she could use them to her advantage.

Rei was given the task of serving customers this time instead of greeting them. When he spotted Suzuko walk by the café, his eyes narrowed. It didn't seem like Mami noticed her either. That was fine by Rei. "Excuse me, but I need to use the bathroom," he said to Mami. He then ran off. Mami watched him leave but for some reason became concerned. He'd left in a rush and not the type of rush one would associate with needing the bathroom.

* * *

><p>Suzuko smiled as Rei followed her. She continued to lead him on, into the school building and then up the stairwell which led towards the roof. She didn't make any other moves except pacing herself enough so that Rei could keep up. Once she was on the roof, she made some distance and turned to face Rei.<p>

"You look nice in black," said Suzuko. "Would be fine for your funeral."

"I know why you're here, Faust," said Rei sternly as he brought out the Ray Buckler. "You're after this, aren't you?"

Suzuko immedialtely lunged for the Ray Buckler but Rei kept it out of reached and spun on his heel as Suzuko dashed past him. The possessed Puella Magi then produced her maces and filled them with magic before hurling balls of energy at him. Rei dodged the energy balls by jumping around like an acrobat, evading them with ease. He was slippery like a snake. One managed to graze him as he flinched but he was otherwise fine.

Frustrated, Suzuko's body became enveloped in dark energy before her form was replaced with Faust's. The evil Rayblood sneered as he looked at Rei.

"You're a disgrace to our kind. You have all that negative energy and you're not even using it. What a waste," said Faust mockingly.

"This negative energy is what caused the extinction of the Rayblood in the first place," Rei countered.

"That's because they were weak and allowed their minds to be consumed by madness! I on the other hand transcended!"

"It doesn't look like transcending changed your thirst for power," Rei retorted.

"It doesn't matter to you. Now, hand over that negative energy you're hoarding," demanded Faust as he reached for Rei.

"You want it, then come and get it!" Rei yelled back. "Rayonix Reload!" In a flash of light Rei transformed into Rayonix and the Ray Buckler was equipped to his belt.

"So, the hard way then," said Faust as he cracked his knuckles. "But first let's set the playing field." Red energy radiated from his hand, forming an orb before he pointed to the sky. A beam of red energy came out and once it reached its peak the energy beam expanded into a dome which enveloped the entire school.

"A Barrier!" Rayonix realized. He looked down to the festival grounds and saw that everyone was frozen. "You're taking everyone here hostage!"

"I'd rather to call them 'insurance', to insure I get what I want," said Faust. "Now, let us begin." With that Faust charged at Rayonix and the blue-clad Rayblood charged right back before they clashed violently.

* * *

><p>"Hitomi-chan, Hitomi-chan, what's wrong?" Madoka called to her friend who was frozen like a statue. "Hitomi-chan!"<p>

"Kyousuke-kun, speak to me!" pleaded Sayaka. Kyousuke wasn't moving either. All their classmates and everyone else in the festival were frozen like statues. The sky was also blood red.

"We're in a Barrier," concluded Homura.

"Are you saying a Witch did all this?" asked Madoka.

"No, not a Witch," said Homura. She looked towards the school roof. "Follow me."

* * *

><p>"OK, now this is freaky," said Kyouko as she returned to the Rei's café to see everyone frozen like everyone else. Only Mami remained unfrozen and she looked worried. "Hey, Mami, where's Rei?"<p>

"He left earlier," said Mami. "He said he was going to the bathroom."

Kyouko sighed, "Mami, I think he just didn't want you to worry."

"What's going on? Is this a Witch's Barrier?" asked Mami.

"It seems like it, but it feels different," said Kyouko. It didn't look surreal. The only thing odd was all the frozen people. She then saw two figures flying across the reddish sky, clashing violently and explosively. One of them was blue. "I think I just saw Rei, and he's…"

"With Faust," finished Homura. "Faust came, and Rei's engaging him right now."

"That was my first guess," Kyouko responded.

"What do we do?" Madoka asked. "Should we help him?"

"He told us to stay back while he fights Faust," Kyouko reminded. "I think we need to respect his decision."

"He doesn't want us getting hurt, or to use our magic," added Mami as she looked at her ring. Rei had always done everything to prevent them from turning into Witches. If they didn't use their magic then the Soul Gems would remain untainted. However, it wasn't like they could avoid from using magic forever. They were Puella Magi and they needed magic to fight Witches.

"Rei…" murmured Homura as she watched the battle in the sky.

* * *

><p>Up in the air, Rayonix and Faust were engaged in brutal combat. They were giving their best as they tried to overpower each other. Faust threw a punch but Rayonix grabbed Faust's wrist and retaliated with a punch of his own that Faust caught. Faust then managed to pull himself free from Rayonix's grip and slam a kick into the blue Rayblood's stomach, pushing him back. Faust then used a roundhouse kick that knocked Rayonix aside before following up with another kick in the midsection that blasted him through the air. He smashed through the school building, exiting out the back before he landed on the ground which exploded on impact.<p>

Faust flew through the hole Rayonix had made and with a shout tackled into him, sending them both skidding across the ground as it tore up. Dust and dirt scattered and Faust was on top of Rayonix.

Faust's eyes gleamed with dark light as he boasted, "I'm stronger than you will ever be. If you had used your own supply of negative energy you might just stand a chance."

"HYAH!" Rayonix shouted as he activated his energy shield which violently pushed Faust off him. He got back to his feet and jumped up, kicking Faust upside the head and sending him staggering. He then used a left hook on Faust, nearly knocking him down and then buried his fist into Faust's stomach, causing the evil Rayblood to double over. Rayonix then withdrew both his arms and clasped his fists together before slamming them down on Faust's back, knocking him to the ground. He raised his leg to execute a heel kick but Faust rolled out of the way and then got on one knee. He launched a disc of energy at Rayonix, hitting him square in the chest. There was an explosion as Rayonix was knocked back by the blow.

Faust grinned and rushed at Rayonix again. He used a karate chop that hit Rayonix in the base of the neck and then grabbed Rayonix by the horns before slamming his forehead with a head-butt. Rayonix stumbled as he was hit before Faust then him in the face, knocking him off his feet and sending him tumbling.

Faust crossed his fists together and spread his legs shoulder width apart. He brought both his fists down to his right hip, charging up an energy attack. He then prepared to unleash his attack when all of a sudden he was hit by a rocket which exploded on impact.

"Bullseye," said Homura as she held up a rocket launcher. The smoke cleared and Faust didn't look the least bit amused. Suddenly, yellow ribbons burst out from the ground under his feet and bound him up. A shadow loomed over him and he saw Mami with a big gun grinning down at him.

"Tiro Finale!" she called as she fired the shot. The blast engulfed Faust and Mami smiled triumphantly only for Faust to shock her by flying out of the explosion. A pink arrow of energy struck Faust before he could reach Mami and then Kyouko and Sayaka struck with their respective weapons, ripping sparks off his body as he was forced back to the ground.

"You girls!" Rayonix cried as he got back to his feet. "Get away, this is my fight!"

"As if we'd abandon you!" scoffed Kyouko. "We owe you, Rei. We owe you a lot. That's why we're helping you."

"And we're your friends," added Madoka. "Even if you told us not to interfere for our own good, you know we can't abandon you."

"You're lucky to have us," added Homura.

Faust's shoulders shook and Sayaka smirked, "Looks like he's shaking." However, her assumption proved incorrect as Faust tossed his head backwards and laughed maniacally.

"HAHAHAHAHAHA!-!-! This is it!-? You pathetic Puella Magi think you can beat me?" he questioned mockingly. "As if! You girls are all doom anyway! The more magic you use, the more you risk turning into Witches!"

"That won't happen because-" Kyouko began to argue only to be cut off.

"Because your friend can purify your Soul Gems?" Faust finished. "Yes, but even he should have a limit. How much negative energy can he contain before it overflows?" He added coldly, "Let's find out." His right hand became engulfed in black energy and he punched the air before firing a flurry of black energy beams. These weren't just beams of energy. He was sending Dark Seeds flying into the sky.

"Dark Seeds!" Rayonix identified.

"Dark Seeds that need to be planted!" added Faust, "And there are plenty of 'pots' here for them!"

He was referring to all the innocent people he'd frozen in this Barrier of his creation. The Dark Seeds descended like falling stars and planted themselves into the people, burrowing deep into their bodies. The negative energy within the Dark Seeds began to infect them and they started to mutate into abominable forms. They were turning into hideous pseudo-Witches and it didn't matter if they were male or female. Every single person was being turned into a pseudo-Witch and because of that they were regaining mobility.

"You bastard!" Rayonix shouted.

"Puella Magi fight Witches, I just want your little friends to occupy themselves," said Faust. "Now, where were we?" He hovered and then shot towards Rayonix, flying past the stunned girls before ramming full speed into Rayonix. Faust then flew up into the sky, dragging Rayonix along with him to resume their battle in the sky.

"Rei-san!" Mami called.

"Um…Mami?" began Kyouko nervously, "I think we need to worry about ourselves now." The pseudo-Witches were coming for them and there were a lot of them.

"What do we do?" Madoka asked.

"The only thing we can do," said Homura, "We defend ourselves."

Sayaka drew two swords as Kyouko gripped her spear. She then took a bite out of a taiyaki she'd been saving before shoving the rest into her mouth.

* * *

><p>In the red sky Rayonix and Faust were exchanging blows, their limbs blurring and colliding with incredible speed. Rayonix was trying to get Faust out of the way so he could help the girls but Faust would not let him. Faust caught Rayonix's fist and twisted Rayonix's body around before pinning his arm to his back. The evil Rayblood whispered sinisterly, "Are you worried about them? Of course you are. Don't worry, though. They won't be alone. My pets are occupying them as we speak."<p>

Meanwhile, Rayonix was receiving a readout on the girls' vitals and the status of their Soul Gems. They were using up magic and their Soul Gems were rapidly being tainted. "You want them to become Witches," Rayonix stated.

"Of course I do," grinned Faust. "You can save them, of course. All you have to do is to give me all that negative energy you have." Rayonix hung his head and Faust assumed that he'd given up.

He assumed wrong.

"You want it?" questioned Rayonix as his eyes darkened. "**THEN LET ME GIVE IT TO YOU!**" he roared as his eyes turned blood red. A dark aura burst from Rayonix's body and Faust was flung backwards. He then watched as Rayonix began to change color. His chest armor turned pitch black along with his horns, faceplate, gloves and boots as his bodysuit turned blood red. The negative energy radiated from his body like a flame and Faust could feel it. He could almost taste it.

"Yes! Yes! YES!" Faust cried out in glee. "Now this is a true Ray-"

**POW!**

A super powerful and super fast punch slammed into his face and sent him tumbling through the air. Rayonix had been the one to attack and had his arm stretched out with his fist clenched tightly. He was now in Burst Mode and with the negative energy corrupting his mind and personality he only had one purpose and goal in mind: destroy all enemies.

Faust, seeing this, unleashed a flurry of energy blasts flying at Rayonix. Rayonix flew around, dodging the blasts as he zigzagged and rolled through the air before shooting towards Faust.

With a roar he flew at Faust and grabbed him by the ankle before spinning in a circle and tossing Faust towards the school building. He then flew at Faust and executed a flying kick that slammed him through the building. The glass walls were shattered by the impact and the two Rayblood exited out another hole. Rayonix then continued to pummel Faust with all he had before he unleashed a burst of energy that blasted Faust straight into the ground with enough force to cause an explosion. Faust laid in the bottom of a crater, still.

Rayonix growled and then he crossed his arms before spreading them out. Dark energy collected into his arms. Just as he was about to execute his attack, he heard a voice in his mind.

'_Rei, the girls! Remember the girls!_' Raymon called. Rayonix tried to ignore the voice and continue to prepare his attack but then he was instead assaulted by images of the girls. Raymon was bombarding him with memories. _'The girls are critical now! They've already used so much magic! Anymore and they'll become Witches! They'll be lost forever! Is that what you want? Do you want to lose them again?'_

Rayonix froze._ "_**Mami…**_" _he whispered. He then flew off to help the girls.

* * *

><p>The Puella Magi had managed to take out some of the pseudo-Witches but there was just so many of them made up of the student body, faculty, and the visitors. Their Soul Gems were almost dark, which was a sign that they had used too much magic. They were panting with exhaustion.<p>

"Damn, we're gonna lose," Kyouko realized. She hated thinking like that but she had to face reality.

"I don't…want to die…" said Mami as she clutched her right arm as she shook.

"We won't," said Madoka confidently. "We just have to keep fighting."

"But we can't," Sayaka reminded. "Or else we'll…"

"Turn into Witches," Homura finished. They had already used up their Grief Seeds and now were at the mercy of these pseudo-Witches.

Suddenly, the pseudo-Witches were struck down by arrows of energy which rained from the sky. They were vanquished instantly. Looking up, the Puella Magi saw Rayonix landing before them but they became nervous as he was in his black-red Burst Mode instead of his regular blue-red appearance.

"**It's fine**," said Rayonix as he struggled with himself. "**I'm…in control**." '_Barely_.'

"Rei-san," said Mami worriedly. He held out his Ray Buckler to them and began to absorb the darkness tainting their Soul Gems. Their proper shine returned as Rayonix grunted from having absorbed the negative energy.

Meanwhile, the vanquished pseudo-Witches all reverted to human form and Dark Seeds were ejected from them before they vaporized. However, there was a reason why they vanished like that. The particles formed a cloud which then flew towards Faust. The particles were being sucked into the stone in the middle of his chest and he let out a moan of contentment as he felt all the dark energy flowing through his veins.

"More…more…more…" he uttered as he took it all in. "Yes…this is power!" He then launched himself into the air.

Rayonix, sensing Faust, looked up and saw the evil Rayblood preparing to unleash his next devastating attack. He would not let Faust win. Faust generated an orb of energy above his head which then exploded, sending multiple beams of energy flying towards the ground. Calling forth his own power, Rayonix generated an energy bubble shield which covered over himself, the Puella Magi and innocent bystanders. Faust's energy beams bombarded against the shield as Rayonix struggled to keep it up. When the last of the beams was blocked by the shield, Rayonix dropped it and trembled. Struggling to control the bloodthirsty and savage nature of his Rayblood body, Rayonix rocketed towards the sky to reengage Faust in battle.

"**No more…**" Rayonix swore. It was now or never.

Faust had his hands cupped together and a ball of dark energy formed before he pointed it at Rayonix and fired a dark beam of energy. Rayonix countered with his own beam as he put his arms in an L-position. The two beams collided and started pushing against each other. Rayonix's eyes began to lose their red glow and turned back to yellow as his colors slowly began to revert back to their normal silver, blue and red. This meant that he'd already exhausted the negative energy he had stored but it also meant that he was now weaker than Faust.

However, that didn't mean he was about to give up as he continued to push his attack forward, shoving Faust's dark beam with his own. Faust grinned and gave another push of power, pushing his attack back at Rayonix.

"Even with all that power, you'll still lose," said Faust. "That is why you'll die. You don't understand the true value of power."

"Actually, it is you who doesn't understand the true value of power," Rayonix countered. "Power is to be used for the benefit of others and not just for ourselves. Power is to be used by the strong to defend the weak. Power is to be used to help people."

"Human nonsense," Faust sneered.

"Yes, because I'm human," said Rayonix. "It's true that the human heart contains darkness within it but it also has something else." His body began to shine, "AND THAT IS LIGHT!"

"Rei-san's shining," admired Mami.

His beam pushed strongly against Faust's, much to his shock, and got closer and closer before striking Faust explosively and flinging him through the air. Rayonix, still shining, flew after Faust and grabbed him by the throat. The evil Rayblood glared back at Rayonix before laughing. "What's so funny?" Rayonix asked.

"You think this is over? Even if you destroy me now I'll just find another host, and then another and another. All you'll be doing is killing my host. I'm an eternal being! I've transcended into a higher level of existence!" Faust boasted.

"But you're not immortal," retorted Rayonix as he released Faust. He then crossed his arms over his chest.

"What…what are you doing…?" demanded Faust as the light began to blind him.

"You feed on darkness like a parasite, and once you've finished with you move onto the next unfortunate host. I won't allow that to happen," said Rayonix as his body continued to shine.

The light was starting to burn Faust. He couldn't allow this to continue! "NO!" He made some distance and began focusing negative energy into the stone in his chest. He then unleashed it upon Rayonix, "DIE!"

"SHI-YAH!" Rayonix shouted as his body exploded with light. The Puella Magi shielded their eyes from the intense light which engulfed them. The light also enveloped Faust and he screamed as he was forced out of his host before he vanished into nothing.

The light continued to grow, engulfing the city, stretching all over the country before enveloping the entire world.

* * *

><p>The girls found Rei on the rooftop and he didn't look well. He looked pale and was struggling just to breathe. His body was still glowing and he was clutching onto the Ray Buckler tightly. He was struggling to keep himself standing by leaning against the safety fence for support, but he slowly collapsed onto his knees in exhaustion.<p>

"Rei-san!" Mami rushed over and caught him before he fell flat onto the roof's floor.

"I…I did it," spoke Rei weakly as Mami gently cradled his body. "Mami-san, I did it…" he told her weakly.

"Rei-san, what did you do?" she asked.

"I gave hope to the Puella Magi," he answered. "Now you won't have to fear of becoming Witches. I've broken the cycle." Mami gasped as the glow from Rei's body intensified as particles of light began to float away from his body.

"Rei-san, what's going on?" Mami questioned.

"Mami-san…that attack used up all my energy…" he told her. "I…I don't have much time…"

"Rei-san, don't say that!" she exclaimed, tears falling from her eyes as she tightened her grip on him. "We'll heal you! You'll get better!" He caressed her cheek gently, wiping away her tears. She put her hand on his, keeping it there. "Rei-san, stay with me. Stay with me please. Don't leave me like my parents."

"Sayonara, Mami-san…aishiteru…Sayonara…Minna-san…" His body became limp in her arms before bursting into particles of light. Mami stared at her hands in horror as the damaged Ray Buckler clattered to the ground. She shakily took the device into her hand and stared at it.

"No…this isn't happening…Rei-san…" she uttered as she tried to deny reality but no matter how much she wanted to deny it the truth was that Rei was gone. "REEEEEEEEEEEEI!-!-!"

* * *

><p><strong>KAMEN RIDER CHROME: To defeat Faust and save all Puella Magi from a horrible fate, Rei sacrificed himself. However, don't think this is the end of this story. Of course there will also come a new enemy. If you're familiar with Ultraman Nexus, know that someone will inherit the light.<strong>


	8. EP7:Return of Rayonix

**Episode 7: The Return of Rayonix**

Rei's sacrifice had brought new hope for future Puella Magi. No longer would they risk becoming Witches as their Soul Gems would be permanently illuminated by his light. His light had entered their hearts and souls and would fuel them when they became Puella Magi. Even Kyuubey couldn't do anything about it. However, it didn't seem to matter to him. He still had other planets. Earth was just one rock among many.

It was a cold December day and Mami Tomoe was fighting for her life. She had detected the presence of a Witch and immediately went to take care of it. She fired shots from her rifles, one by one, bombarding the Witch relentless. Finally, she finished the Witch off with her finisher, "TIRO FINALE!"

Even though Rei's light prevented the birth of future Witches, Witches that had been born before his sacrifice still existed. There were a lot of them and Mami was determined to end their lives. The blonde girl had changed much after Rei's death. She'd become cold like Homura but that was only in private and in battle. With her friends she put on a smile.

She had stayed at home for three weeks after Rei's death before coming back to school but her eyes were focused on Rei's empty seat. Nobody asked about him because nobody but Mami and the other Puella Magi remembered he ever existed. Even his apartment was empty and looked like it hadn't been inhabited for months.

Mami cried herself to sleep each night, feeling nothing but guilt and regret for being unable to save Rei's life. She had contemplated suicide but at the last minute thought against it. That would be an insult to Rei's sacrifice and he would want her to live her life.

How could she? Without him what was the point of living? Why did everyone she love have to die? Why was the world so cruel?

* * *

><p>Kyouko was walking home from the convenience store and she was wearing a thick coat and scarf. She was now, officially, a student of Mitakihara Middle School. It took some persuasion (magic) but she managed to get in and become a student. She ended up in Mami's class. Also, she was living with Mami now. She had been staying with the blonde since that day.<p>

Kyouko sighed as she looked at her ring which stored her Soul Gem. The shine had not diminished no matter how much magic she used and it was all thanks to Rei. The light in their gems was his legacy, something he left behind to remind them of the sacrifice he'd made for them and their future.

"Rei, you really were one of a kind," she mused. Rei had been more than a free source of food for her. He'd been a friend and someone she could confide in. Well, he was one of them. She had other friends now and they were a team.

Speaking of her friends, she couldn't help but tease Homura and Madoka. It was obvious the two girls were romantically involved. It was cute. Sure, same-sex relationships were generally frowned upon but Kyouko would say, "To hell with them!" Madoka and Homura were happy! They deserved to be happy!

Kyouko continued on her way and walking past her in the opposite direction was a boy her age. He had short and messy black hair and blue-grey eyes. He wore a blue denim jacket over a red t-shirt, camouflage cargo pants and black army boots. Clutched in his hand was a resume.

Scratching his head, he looked around for a place to work. "Someone has to need help," he muttered to himself. Unfortunately, he hadn't found any job vacancies as of yet. He then spotted a convenience store with a HELP WANTED sign on the window. "Well, let's try this place." He walked towards it.

* * *

><p>A girl dressed in Gothic Lolita style stood at the edge of a building. In her left hand was a big scythe which she rested on her shoulder. She looked at her surrounding, her dark hair tied in twin tails whipping about because of the wind. She let out a sigh of disappointment, "Faust, I had high hopes for you. How did you get defeated by a bunch of monkeys?" Stretching, she added, "Well, no use in thinking of the dead. Now, it's time to get to work." She then vanished in the blink of an eye.<p>

Kyuubey walked out of his hiding spot and scratched his ear as he mused, '_Looks like a lot of aliens are visiting this planet. I wonder why_.'

* * *

><p>"Yo, Mami, I'm back!" Kyouko called. "And I bought snacks! Let's have a slumber party!"<p>

"Oh, welcome back, Kyouko-san," said Mami, welcoming the redhead. She was drinking from a cup of tea. Kyouko saw her at the table but then frowned as she spotted the photo album. Mami was gazing at pictures of her and Rei. There was a box of tissues near her.

"Oh, Mami…" Kyouko murmured as she sat down next to Mami, putting the plastic bag down.

"I'm sorry…" Mami replied. "I just really miss him."

"Hey, no reason to apologize," Kyouko replied. "I miss the guy too." She did, and not just because he kept her fed.

"Why did he have to sacrifice himself for us?" Mami asked.

"I wish I could answer that, Mami," replied Kyouko, "I wish I knew what was going through that head of his." She muttered, "Stupid jerk…"

"Please, don't insult him," Mami chided.

"You're right, I'm sorry, but I still think it was stupid of him to throw his life away like that. Yeah, I admit it was gutsy and I admire him for that but there had to be another way," Kyouko said.

"He just wanted to save us all," said Mami as she held out her Soul Gem. Kyouko held hers out too. "Ever since that day the shine hasn't dimmed."

"Same as mine," Kyouko agreed. "He gave up his life and gave us hope. I never thought real heroes existed until I met him."

"He was special, a rare gem," admitted Mami. She then clung to Kyouko and sobbed, "I miss him so much…I want him back…"

"I know, Mami," Kyouko responded, rubbing Mami's back. "I know." Kyouko looked to the table. The album wasn't the only thing there. Next to the album was Rei's damaged Ray Buckler. It was considered damaged because no matter what they tried they couldn't get it open. Not even Raymon appeared again. It was like it was dead. Then again, with nobody to use it then it might as well be. Only Rei could work that thing.

Mami had kept it with her as a reminder that Rei existed. Like the pictures as was a way to remember him by and a reminder of his sacrifice. It was his symbol and Mami's most treasured item. Burying it was not an option because it would be like burying Rei's memory and she didn't want that.

Everyone agreed that she should keep it. He'd been her boyfriend. She deserved to have it.

* * *

><p>That night, a trio of girls was out. It was late so one would question why they were out so late. Maybe they were delinquents but that couldn't be any farther from the truth.<p>

The three of them were Puella Magi and their names were Madoka Kaname, Sayaka Miki and Homura Akemi. They were classmates and comrades and tonight they were hunting for Witches and their Familiars.

Witches were still a problem. Rei's light had not vanquished them like it had purified their Soul Gems. They were still around cursing innocent people and causing catastrophe.

"I almost thought we'd be out of the job since…well, you know…" began Sayaka awkwardly as she slashed a Familiar in half.

"Since Rei died," Homura finished dryly.

"Yeah," Sayaka agreed, frowning sadly at the memory. It bewildered her how Homura could talk about the death of a friend and comrade so bluntly. Of course, Homura was hurt too but she kept her pain inside, hidden from sight. Madoka was the only one who was able to bring out the real her.

Homura had cried after Rei had sacrificed himself with Madoka offering her comfort. She had resented him for a long time since had he allowed Madoka to become a Puella Magi while she had tried to prevent it. Now she just wanted to apologize to him.

Madoka was also hurt by Rei's sacrifice and also hurt that everyone Rei had ever met besides them had completely forgotten about him. Homura had told them that he was like them and had made a contract. In exchange for power he would give up his existence. She hadn't elaborated because she didn't know much about the contract Rei had made besides what she'd been told.

"Come on, let's not be sad," smiled Madoka. "Rei-san wouldn't want us to be sad." She tried to be happy, but remembering Rei's death still saddened her. If only she'd been stronger. She stepped into a puddle with a splash.

"Hey, don't splash me!" Sayaka yelled out.

"Sorry, Sayaka-chan!" Madoka apologized.

Homura then noticed something odd. The puddle was expanding and before long they found themselves ankle deep in water. Her eyes widened as the water level continued to rapidly rise, reaching up to their knees and all of a sudden the ground seemed to disappear as they were submerged in water.

Sayaka panicked and her arms flailed about but Homura was calm. She took a deep breath and held it before blowing bubbles.

"Relax, we can breathe," she said, her voice still being carried through the water.

"Huh?" Sayaka blinked. She inhaled and exhaled. "Hey, you're right."

"What is this? Where are we?" Madoka asked. It felt odd to be able to breathe and talk underwater so clearly but where magic was concerned it didn't always make sense.

"It seems we've been caught in a Witch's Barrier," said Homura as she saw the fish swim by. They looked like fish that were cut out from a painting. Their entire surroundings looked like an artist's rendition of underwater life.

"So, where's this Witch?" Sayaka asked when Madoka suddenly shouted, "WATCH OUT!" and aimed her arrow. Sayaka ducked and the arrow pierced the snout of a shark that was about to take a bite out of Sayaka.

"Crap!" Sayaka cursed as she drew her sword and slashed the shark in half, watching it dissolve into sea foam.

"Everything that moves here will be trying to kill us," Homura assessed.

"Yeah, I noticed," grumbled Sayaka.

"Let's go," said Madoka, "The sooner we find the Witch, the sooner we can get out of this place." She swam ahead and Homura blushed before averting her eyes.

'_I could see up her skirt!_' Homura shouted in her mind.

"Hey, slowpoke!" Sayaka called. "Come on or we're leaving you!"

"C-coming!" Homura stuttered a reply before swimming after her two friends, making sure she didn't look up Madoka's skirt again. Just why did it have to be so wide and puffy anyway?

* * *

><p>Kyouko watched as Mami slept on the couch while slurping on some instant ramen. Long ago, Kyouko would not have accepted Mami's invitation to stay with her out of pride. She hated accepting the charity of others. However, after Rei's death, Kyouko made it her responsibility to look after Mami. The girl may put up a strong front but she was emotionally fragile. She freaked out about the fact they may turn into Witches and if it hadn't been for Rei she might've killed herself.<p>

Kyouko looked back at the photo album and flipped a page. She looked at the picture of them at the beach. They had taken a trip there during summer break and Kyouko just happened to tag along. She didn't have an actual bathing suit so she just wore shorts and a tank top. Rei was the odd man out among the girls but he didn't seem too bothered by it. In fact he seemed comfortable being around girls.

A lot of things about Rei had surprised her. For instance he had been really good at housework. Whenever she came over to his place for a bite she noticed that his place was always so clean. It wasn't like a typical boy's room which would be a mess. She actually thought he was a neat freak but there was something oddly feminine about the way he did things.

His mannerisms and speech patterns too. Kyouko never noticed before but when she thought about it Rei could be girly sometimes too. Like that time they all watched a scary movie together at Madoka's. He'd screamed the loudest and it'd been so shrill that it made everyone else scream.

Rei had come into their lives as a mystery and even after so many months of knowing him he was still a mystery. They only knew he was a friend but he was secretive too. They had to learn from Homura of how he got his power and why.

Kyouko had to admire Rei for that. He was willing to give up so much just to help them and lost his life in the process.

He became a true hero.

* * *

><p>"Nothing but water in front, behind, up, down, to the right and to the left," muttered Sayaka in boredom.<p>

"Are you sure we haven't been swimming in circles?" asked Madoka. "I think we swam past that rock twice already."

"I think the Witch wants to be found," said Homura.

"What makes you say that?" asked Sayaka.

"She could have drowned us here but she's allowing us to breathe underwater," Homura stated.

"Yeah, but we've had to fight off sharks, barracudas, piranhas and killer whales," Sayaka counted.

"The welcoming committee, nothing more," Homura shrugged.

"Still, it was amazing that you had a sea mine, Homura-chan," stated Madoka.

"Where did you get that?" Sayaka questioned.

"Magic," was Homura's simple answer. She didn't want to reveal the sources of her weapons.

"Hey, I see something," Madoka pointed and they saw it too. It looked like a giant, pink oyster.

"That's a big oyster," said Sayaka, "Maybe it has a big pearl too."

The giant oyster began to open and the three Puella Magi tensed up. Homura's eyes were focused upon the inside of the shell. Sayaka and Madoka were expecting an ugly and hideous monster. Instead, sitting in the oyster was a beautiful mermaid with wavy, aquamarine hair and dressed in an armored bra with shoulder pads and gold bracelets. She looked human, except for her tail, completely unlike the Witches they had encountered before.

"Hi~!" the mermaid winked as she waved.

"Who are you?" Homura asked.

"Oh, I'm a Puella Magi, just like you," she said. "You can call me Mizuno."

"Well, Mizuno-san," began Madoka, "I see you used your magic so you could adapt. I never thought of turning into a mermaid. Could you tell us where to find the Witch that made this Barrier?"

Mizuno laughed but then her laughter turned into a cackle, "Oh, haven't you noticed?" Her eyes darkened as she replied, "You're looking at her." Her weapon of choice, a trident, appeared in her right hand and she aimed at Madoka before firing a bolt of energy.

* * *

><p>Kyouko was yawning when her Soul Gem began to flash. "Huh?" The Soul Gem flashing rapidly like that could only mean the others were in trouble. Ever since they'd become a team, they had set up a system where their Soul Gems would alert them whenever one of them was in trouble. It also served as a tracker which would direct them towards the source of the problem.<p>

Mami stirred awake and yawned before staring at her Soul Gem. "Another Witch," she said in a cold tone.

"Yeah, and it looks like the others are in trouble."

"Then let's not be rude and keep them waiting, shell we?" said Mami eagerly.

* * *

><p>"Sayaka-chan!" Madoka cried out as Sayaka shielded Madoka with her own body, taking the attack in the back. Fortunately, her magically enhanced healing factor was working and undoing the damage.<p>

"You're the Witch," Homura concluded.

"I _was_ a Witch," Mizuno clarified.

"But how is that possible?" Homura demanded. "I thought Witches couldn't revert back to Puella Magi."

"Oh, that was the old system," shrugged Mizuno, "But Mephisto-sama managed to change us back."

"Mephisto-sama?" inquired Homura. "Who's that?"

"He is our Master and he will be the one to rule the world!" shouted Mizuno as she aimed and fired another bolt of energy at Homura. She blocked with her shield. A pink arrow flew in Mizuno's direction but she grinned as her body liquefied and the arrow flew right through her.

"What?" Madoka gawked.

"You girls are facing a Dark Puella Magi now, and we're a lot more powerful than you regular ones. In fact, let me show you how." Mizuno chanted and her liquid body started to sprout tendrils which ended with spheres. The spheres separated and then each reshaped themselves into aquatic animals. "See? We're Puella Magi who have the power of Witches. Now, get them!" The school of marine life forms swam towards the three girls hungrily.

Homura acted quickly and pulled out a grenade. "Get clear!" she called as she tossed the grenade and pulled Sayaka and Madoka away, using her time magic to freeze time so they could make some distance. Along the way she dropped several more grenades and once she was at safe distance with Madoka and Sayaka, time started again. Several explosions erupted, killing Mizuno's Familiars and hopefully her as well.

The smoke cleared and not only was Mizuno still alive but she was undamaged. She glared at Homura and pointed her trident at her when all of a sudden a spear struck her hand and she cried out as she was disarmed. The spear then returned and gripped in Kyouko's hand. With her was Mami.

"Mami-san! Kyouko-san!" Madoka cried out happily.

Mami and Kyouko looked at the enemy. Was this a Witch, a Puella Magi, or some hybrid of both? It didn't matter. Mizuno was an enemy and Mami's eyes narrowed in determination. She lashed out like lightning as ribbons flew from her sleeves and bound up Mizuno. However, the Dark Puella Magi turned into water and escaped her bonds before retrieving her trident. She fired at Mami and Kyouko who both avoided the energy bolt. Mizuno continued firing at them and Kyouko deflected with her spear. Mami took out a pair of guns and aimed, focusing her magic into them. She fired and Mizuno cried out as she was hit in the stomach.

"You…" Mizuno growled, "You shot me…"

"I don't know who or what you are and nor do I care," Mami declared, "You raised your hand against my friends and for that you will be punished." She took aim again but then Mizuno unleashed a sonic pulse from her mouth that hit Mami. Mami was hit and she dropped her guns as she put her hands over her ears. She had her teeth gritted in pain. Mizuno then swam towards Mami. Kyouko got in her way but was slapped away by her tail. Sayaka tried to slash at her with her swords but Mizuno slammed her aside with her trident. Homura and Madoka's attacks also went right through Mizuno's liquid body.

Claws extended from Mizuno's fingertips and she was coming right at Mami who couldn't move away in time. Mizuno struck but suddenly she was knocked aside by a beam of light and was sent crashing against her oyster.

Mami blinked and then her eyes widened. "No way…" she uttered and she turned towards the direction where the beam had come from. She gaped. "Rei…san…?"

They all saw it, but couldn't believe their eyes. Floating there in the distance was a familiar blue and red figure in silver armor.

It was Rayonix.

Rayonix was back!

Rayonix focused his eyes on Mizuno and fired energy beams from his hands. The mermaid Puella Magi used her trident to deflect all the beams and seemed distressed when one of them hit her oyster. Rayonix noticed this. Why didn't she turn to liquid? If she did then the beams would've passed through her harmlessly. She seemed to be guarding the oyster but what for?

There could only be one reason.

Mizuno growled and swam up to face Rayonix. She struck with her trident and Mami shouted, "Watch out!" He saw the attack coming and a blade of blue light stretched from his right wrist and he brought it up to parry Mizuno's trident. His yellow eyes looked into her dark eyes and then focused on the oyster. He pushed her back and then shot towards the oyster like a torpedo.

Mizuno shouted, "No! Stay away!" as she fired energy bolts at him with her trident but he managed to evade them as he continued towards the oyster. He smashed his way through and then smashed back out again. Inside his hands was a black pearl.

"Why did he grab that?" Kyouko asked. She was happy to see Rayonix back, not to mention confused and a little pissed off. Rei had a lot to answer for, starting with why he had to make them think he was dead. She was going to pay him back for the tears she'd shed.

Madoka was happy as well and Sayaka was excited that their thought to be dead comrade had returned. However, Homura kept a suspicious gaze on Rayonix.

"No! Give that back! It's mine!" shouted Mizuno as she surged towards Rayonix to retrieve her pearl. He brought his fist up and smashed it into the pearl shattering it to pieces.

"NO…!" Mizuno screamed as her body broke down and dissolved into sea foam just like in the tale of The Little Mermaid. "_Mephisto-sama…_" she uttered pathetically before she dissolved completely. A Grief Seed was all that was left with her but that too dissolved along with her.

After Mizuno's defeat, they were all transported back to the real world, albeit soaking wet. Kyouko was wringing water out of her ponytail. "Damn," she cursed.

Mami wasn't bothered with the fact that she was wet or might catch a cold. Her gaze was stuck upon Rayonix and a smile bloomed on her face. "Rei-san…" she spoke. Madoka was wiping a tear from her eye.

Rayonix fixed his gaze upon Mami before removing the Ray Buckler from his belt. In a flash of light he returned to human form but not in the form they expected. They expected to see Rei Hikari but instead…

Mami's eyes widened in shock as she gasped and took a step back, "You're not Rei-san."

The young man who stood in Rayonix's place had messy black hair and blue-grey eyes. He wore a blue denim jacket over a black t-shirt and camouflage cargo pants with black army boots.

It wasn't Rei Hikari. It was the guy who'd been looking for a job earlier! What was he doing with the Ray Buckler?

* * *

><p><strong>KAMEN RIDER CHROME: Just who is this guy, and why did he have the Ray Buckler? Why is he Rayonix? What is going on? For answers to these questions and more, stay tune for the next exciting chapter of Rayonix: The Puella Magi Guardian. By the way, I made a note about Ultraman Nexus. Look it up because I got some of my inspiration from there.<strong>


	9. EP8:Passing the Torch

**Episode 8: Passing the Torch**

As his application was again rejected due to some reason or another, he sighed as he looked to the sky. "What do I do now?" he asked himself. Suddenly, something fell on his head and he hissed in pain as he rubbed the sore spot. "Itai…the hell?" He looked down at his feet. "Huh, what's this?" He picked up the strange object. It was colored blue and gold and had two pointed extensions on top. "Some kind of new cell phone?"

Suddenly, the object split open and the screen revealed itself. It glowed with a blinding light and he had to cover his eyes to shield them. When he removed his hand from his eyes, he found himself transported to a blue space and facing a black figure with glowing eyes and horns.

"Now I'm going delirious from hunger," he assumed. He hadn't eaten in a while.

The figure said to him, "_You have been chosen_."

Deciding to humor the figure, he answered, "Chosen for what, exactly?"

"_Chosen to wield my power_," the figure answered. "_Only you can use this power and you must use it to fight_."

He thought about the figure's words, and his offer. He'd been trying to find a purpose for his life, a direction for himself. That was why he was looking for a job. Now the opportunity had literally fallen from the sky.

Hallucination or not, he could not let this chance slip away.

"Alright, what do I need to do?" he asked.

The figure told him, "_As of now there is a group of girls who are fighting against a new foe. They might perish if you do not help them as they will soon be fighting against an enemy they cannot hope to defeat. You are needed._"

"Fine, I'll do it," he accepted without hesitation.

* * *

><p>"You're not Rei-san."<p>

The young man who stood in Rayonix's place had messy black hair and blue-grey eyes. He wore a blue denim jacket over a black t-shirt and camouflage cargo pants with black army boots.

It wasn't Rei Hikari. It was the guy who'd been looking for a job earlier! What was he doing with Rei's Ray Buckler?

"Who are you?" Mami demanded.

He didn't offer a reply and just stared at her before turning to leave. A shot was heard and it hit near his feet, causing him to stop. The others looked stunned at Mami's action and the young man turned to regard her.

"Who are you?" she demanded again. "What are you doing with that? That isn't yours!" She approached him, "Give it back!" Mami was outraged. How dare this stranger make her think Rei had returned only to crush her hopes? How dare he use Rei's powers? How dare he put on Rayonix's face? She made a grab for the Ray Buckler only for him to catch her wrist and squeeze.

"Not until my mission is complete," he answered neutrally before releasing her wrist.

Her knees buckled, her legs unable to support her weight, and she collapsed to the ground. Mami was on her knees, crying. He just looked at her for a second before turning away and walking off.

As the others consoled Mami, Kyouko decided to follow the guy. Giving one last look at the distraught girl, Kyouko ran after the guy who'd somehow gotten a hold of Rei's powers.

* * *

><p>"What was her deal?" he asked himself as he sat on a bench on the sidewalk. He looked at the Ray Buckler in his hand. "Did you really used to belong to someone else?"<p>

"Hey you! Wait up!" Kyouko called and he looked towards her. She was in her civilian clothes and was running up to him. She stopped at the bench and put her hand against the backrest before taking a seat herself. "Is this seat taken?"

"No, it isn't," he answered. She smiled and took a seat before taking out a small can of potato chips from her pocket. She took off the lid and poured some of the chips into her mouth. She offered the rest to him, with her mouth full. "Want some?" she offered, though it came out muffle since she still had food in her mouth.

He was still hungry so he took some chips and put one into his mouth. After he finished with it, he asked, "So, are you going to try to kill me like your friend did?"

"You have to forgive her, she's been through a lot," Kyouko said. She added mentally, '_We all have_.' "So, what's your name, stranger? I'm Kyouko, by the way. Kyouko Sakura," she introduced herself.

"Shun Hirokawa," he answered. "Just Shun is fine."

"OK, Shun, why do you have that?" she asked, pointing at the Ray Buckler. "The last time I checked it was in Mami's apartment."

"Mami? Do you mean that girl who shot at me?" Shun questioned.

"Yeah, that's her," Kyouko confirmed.

"Why was she so pissed at me, and why did she say this wasn't mine?" said Shun as he held up the Ray Buckler

"Because it used to belong to someone she cared about a lot. Someone we all cared about," answered Kyouko.

"What happened to him?" Shun asked. He noted Kyouko's pained expression. "It was bad, wasn't it?"

"He gave his life for us," said Kyouko. "It's still a pretty sore subject for all of us, most of all for Mami. She was keeping that too."

"Well, she can have it back after I've saved the world. I was told that you girls would be in danger, and this is finally a chance for me to do something worthwhile with my life..." '_Or what's left of it._'

"So how exactly did you get your hands on that? You didn't break into her apartment, did you?" Kyouko inquired.

"Believe it or not I don't know how I have it. It just fell out of the sky," he answered. She looked at him in disbelief. "It's the truth!"

"Well, I guess it could happen," said Kyouko, shrugging. Stranger things have happened. "Try explaining that to her."

"Only if she promises not to put a bullet in my head," he replied.

"Just make sure you're in a public place with plenty of witnesses and not in a dark alley alone with her," Kyouko warned jokingly.

"I'll keep that in mind." He then asked, "So, this friend of yours, the one who used to own this thing, what was he like?"

"He was...he was our friend. Someone we could depend on and was always there to watch our backs. He also knew what to say when we felt down. He cared about us all and he gave up his life to give us hope," she told him, remembering how Rei would cook for her, even letting her sleep over at his place at times. He would always be there to watch their backs and made sure they didn't lose hope. He was their light. In a way, Rei had reminded Kyouko of her dad. He'd been punished for his ideals but still held onto them strongly. Kyouko had believed in his ideals as well which was why she had made the wish that ultimately took her family away from her.

"I'll try to live up to the legacy," he promised.

"I guess you could." She looked at the Ray Buckler. "Mind if I check on something?"

Glancing down at the Ray Buckler, he shrugged, "I don't see why not."

"Hey, Raymon, are you in there?" Kyouko called and the device split open, exposing the screen which had Raymon's silhouette on it.

"_Hello?_" Raymon responded.

Kyouko smiled, glad to see a familiar face, or silhouette in this case, after a long time. "It's been awhile, buddy. So, why did you choose this guy?"

"_I'm sorry miss, but have we met?_" Raymon questioned.

Kyouko blinked. "What? Come on Raymon, it's me! Kyouko! I used to hang out with you and Rei!"

"_I'm sorry, Kyouko-san, but I do not know what you are talking about nor am I familiar with someone named Rei_."

"OK, stop joking," said Kyouko, hoping Raymon was joking. She then realised he was serious. "You're not joking."

"_Why would I?_" Raymon questioned.

"You really don't remember us or Rei, do you?" Kyouko asked. She remembered that the Ray Buckler had been damaged. Maybe it had messed with Raymon's memory. Forgetting about that for now and filing it for later, Kyouko asked, "So, why did you choose Shun here?"

"_Shun Hirokawa possesses the ideal qualities of someone worthy enough to be my vessel_," Raymon answered.

Kyouko looked to Shun and asked, "Do you know what he means?"

"No idea," Shun responded. "All I know is that he came to me, telling me you needed my help."

"And you just accepted without question?" she asked sceptically. "You didn't even know us and you risked your life to help some strangers."

Shun answered simply, "He gave me something to do with my life." '_It's better than waiting around to die_.'

"So you're doing this just to kill time? Weren't you aware of what you were getting yourself into?" she continued to interrogate him.

"Like I said, I'm perfectly fine doing this. I'm doing something good with my life."

Kyouko couldn't help but feel like she was talking to Rei again. When she'd asked him about his reasons for doing what he did, she'd told him that the reason he was doing all that he could was because he could. It was as simple as that. He had the power to make the world a better place and so he used it to make the world a better place. It was a simple goal and Rei gave his life for that wish to make the world better for Puella Magi so they would not suffer. His light had touched their hearts and gave them hope.

"I better head back," said Kyouko. "Mami might get worried."

"I'll walk you back," he offered.

"I don't think that'll be a good idea. Mami might freak out and try to shoot you again. It's safer if you keep out of her sight," Kyouko told him.

He clarified, "I didn't say she'd see me. I'm just bringing you back to your building. One of those things might show up again."

Kyouko knew he was referring to Mizuno from earlier. "Yeah, she was some kind of Puella Magi-Witch hybrid thing. I didn't think it was possible but I can't tell the difference between what's possible or not anymore."

"So, I'm walking you home. I'd be a pretty horrible person if I let a cute girl walk home alone."

"There's no talking you out of this, is there?"

"No, there isn't. Besides, it's late and a young lady like yourself shouldn't be out alone."

"Oh, so I'm a lady now?" she teased.

* * *

><p>The dark-clad scythe-wielder heard about the death of Mizuno but what interested her was the presence of the Rayblood known as Rayonix. "I thought he killed himself," she said to herself. "Guess he managed to find another host to bond himself to." Twirling her scythe she decided, "Well, maybe I should say hello."<p>

* * *

><p>Shun escorted Kyouko to the apartment building but that was as far as he could go. If Mami saw him she'd get upset and he didn't want to anger the girl more than he had. She had already decided to hate him and he really wasn't sure if he could change her mind. Humans were stubborn and sometimes they couldn't change no matter how much others tried to persuade them. People were just set in their ways.<p>

"Well, here it is," said Kyouko, "Home sweet home."

"I hope your friend will be OK," said Shun. "I better leave. I don't want her to put a bullet to my head."

"Right, see ya later." Kyouko watched him walk away and sigh. Rubbing her temples, she muttered, "Mami is so gonna kill me…" She took the elevator up to Mami's floor. Once there she walked towards Mami's apartment and knocked on the door.

"Coming! Coming!" Kyouko heard Madoka and the pink-haired girl opened the door. "Kyouko-san, you're back!" she said happily.

"Yeah, sorry I kept you waiting," said Kyouko. She went inside, swapping her shoes for the indoor slippers as she went into the living room with Madoka. Homura and Sayaka were there as well. "What is this? A slumber party?" asked Kyouko.

"We thought it would be unwise to leave Mami alone after what happened," Homura said.

"I don't think I've ever seen her so mad," stated Sayaka.

"She saw some random dude use her boyfriend's stuff," Kyouko told her. "If I were her I'd be pissed." Kyouko sat down. "So, where's Mami?"

"Right here," said Mami as she came out of her bedroom. She'd taken a bath but her eyes were red and puffy. It was like she'd been crying. She sat down at the living room table and asked, "So, Kyouko-san, where were you?"

"I kinda followed that guy," Kyouko admitted. Mami got in her face immediately. "Woah!" Kyouko was stunned and nearly fell backwards.

"You did? Did you get it back?" Mami asked hopefully.

"Actually, I didn't," Kyouko answered. Mami frowned.

"Why not?" Mami questioned angrily. "He has no right to have it! It doesn't belong to him!"

Kyouko knew why Mami was angry so she calmly tried to explain it to her, "Mami, I spoke to him and Raymon. Raymon doesn't remember Rei or us."

"WHAT!-?" Mami shrieked, feeling betrayed. How could Raymon forget about them like that? Weren't he and Rei partners? "But why? How?"

"The Ray Buckler took damage when Rei sacrificed himself," stated Homura. "Maybe the shock gave Raymon amnesia."

"You still should've taken it back!" Mami insisted from Kyouko.

"Mami, I couldn't!" Kyouko shot back. "Like it or not he's been chosen to take Rei's place-"

"NOBODY CAN TAKE REI-SAN'S PLACE!" Mami shrieked.

"Mami-san, calm down!" exclaimed Madoka, frightened as she saw the older girl acting so hysterical.

"Nobody…can take his place…" Mami sobbed as she hung her head as tears fell onto her carpet and she clenched her fists. Seeing Rayonix again had filled her with hope but when she saw that someone else now wore the armor she couldn't help but hate the guy who dared to wear Rayonix's face. It just wasn't right, in her opinion.

Kyouko gently wrapped her arms around Mami and allowed the blonde to cry on her shoulder. At this rate Mami would never acknowledge Shun as Rei's replacement. In Mami's eyes, Shun was an impostor and a thief and she was determined to take back the Ray Buckler, by force if needed.

The others watched as Mami broke down and Kyouko try to comfort her. They reached into their pockets and pulled out their omamori. These were omamori that Rei had given to them. They were also something they had to remember him by. He said that the amulets would protect them. He'd bought them from a shrine and given them one each. Each of them was a different color, matching each girl perfectly.

'_Rei-san, if you were here, Mami-san wouldn't be so sad…_' thought Madoka.

Mami cried herself to sleep and Kyouko carried the girl to her bed. The others stayed because it was late. Fortunately, tomorrow wasn't a school day and so they could stay for Mami's sake.

* * *

><p>Shun lived in a small, one bedroom apartment which was pretty cheap but cozy. He'd paid for the deposit and first month's rent with most of his savings but he would need a job to pay for food and next month's rent. However, he had yet to find a job. Everyone had rejected him.<p>

Tired, Shun sat on a bench and looked up at the moon and the stars. He took out the Ray Buckler and gazed at it. "You're really starting to cause me problems." It opened up to reveal Raymon.

"_It was not my intentions, Shun_," replied Raymon.

"So, you really have no memories of this Rei guy?" Shun asked.

"_The name…it does sound familiar_," confessed Raymon. "_But other than that I have no recollection of anyone by that name._"

"Man…" Shun sighed. That redhead had told him that Rei had been a hero. Could Shun do the same? Raymon had chosen him so he must have the potential. However, he was still thinking about the way that blonde, Mami, had looked at him. She already hated him for possessing something that wasn't his. He didn't really steal it but she didn't care.

* * *

><p>Kyouko had gone to the kitchen for a glass of water when she heard sobbing. Turning on the light she saw Mami sitting at the dining table. "Mami, shouldn't you be in bed?" Kyouko asked.<p>

"Couldn't sleep," said Mami. She was drying her tears. "I had a nightmare."

"Ah…" Kyouko pulled up a chair and sat down. "Do you want to talk about it?"

"I…" began Mami.

"Come on, lemme make you some tea or something," said Kyouko. She boiled some water and grabbed a teabag before pouring the hot water into a mug. She put the teabag in and set it in front of Mami.

"Thank you," Mami accepted.

"Hey, what are friends for?" asked Kyouko.

Mami stared at the tea and told Kyouko, "It was about Rei."

Kyouko thought, '_I knew it._'

"It's the same dream I've been having, of his last moments with me," she said. "I was holding him in my arms and then he just vanished." She clenched her eyes shut, the memory tearing at her heart. "But that's not what really bothers me. What bothers me is that nobody but us remembers him. They don't know about the sacrifice he made for the world. It's like he never existed. Rei-san deserves to be remembered."

"And he is, by you," Kyouko reminded, "And by all of us. We remember him."

"I know, but sometimes I wished I didn't remember him," said Mami. "I know it's horrible of me to think like that but it's just so painful. However, I don't want to discard my memories of him. I love him." Mami loved Rei. Even after his death she still loved him. Kyouko remembered how guys would confess to Mami but she would reject them. She wasn't being cruel. She just couldn't move on. Her heart was set on Rei.

"And he loved you, which is why he did what he did. I think he'd want you to be happy," Kyouko said.

"How can I when he's gone?" Mami questioned. "After my parents died I was alone, but then I met Madoka-san and Sayaka-san. Then Rei-san saved my life. I can never forget the day he did." She'd frozen when Charlotte had come right at her with teeth bared. She would've been killed if Rei hadn't saved her.

And ever since Walpurgis Night, she'd started falling for him too. She had been so happy when he'd asked her out on a date.

Mami finished her tea and Kyouko took her back to bed. The apartment was huge with three bedrooms. Homura, Madoka and Sayaka were asleep in one which left Mami and Kyouko with their own rooms. Of course, Kyouko wasn't going to leave Mami alone and joined her in the same bed. "Good night, Kyouko-san."

"Good night, Mami."

* * *

><p>Shun had to dodge and roll away to avoid a blast that would've killed him. The attack blasted apart a wall instead. Getting up to his feet, Shun looked to see who'd attacked him. The streetlamps flickered and it was dark, but Shun could still make up a pair of crimson eyes.<p>

"Who are you?" Shun demanded as he gripped the Ray Buckler.

The figure walked out of the shadow and stood under the streetlamp to reveal themselves as a male humanoid in a red bodysuit with black gauntlets, boots and black armor on his shoulders and chest with the dark stone mounted over the heart. He wore a dark grey with glowing red eyes and ridges on top. He sported a pair of sharp claws as weapons that were folded back on his gauntlets.

"Who are you?" Shun repeated.

"I am Mephisto, but soon you will be calling me 'Master'," the evil Rayblood said as he stared at Shun coldly.

"No, you should be called 'loser'," retorted Shun as he raised up the Ray Buckler. "Rayonix Reload!" he called out. In a flash of light he was donned in Rayonix's armor.

"I see we'll have to do this the hard way then," said Mephisto as he raised his arm and fired a beam of red light into the sky.

Meanwhile, Kyuubey was watching as the beam spread out in a dome which enveloped both Rayonix and Mephisto before the two vanished from sight. He watched with beady eyes. Even if they were invisible to the eyes of normal humans he could see them as clear as day.

* * *

><p>Rayonix cried out as he was smashed through several pillars of stone only to stop as he made a crater in a mountain. He was in a Barrier created by Mephisto. The sky was orange and it cast its glow over the desert-like terrain which only had several rock structures littering it. There were also mountains around them. Mephisto had brought them here so they could fight without interruption.<p>

Mehisto had kicked him so hard that he went flying and he laughed, "Is this all you can do?" Rayonix's response was to fly out of the crater and started hurling a flurry of circular saw blades made of light at his enemy like a ninja hurling shuriken. Mephisto dodged the saw blades which soared past him before he dashed towards Rayonix. Rayonix charged back and drew back his fist.

**POW! **

Their fists collided with each other with explosive force, but Rayonix was hurled backwards as Mephisto's fist hit his, sending him skidding along the desert floor. He flicked his sore hand as he stared at Mephisto.

Mephisto's claws unfolded and he scraped them together to make sparks before he rushed at Rayonix. Rayonix produced his twin energy blades and clashed with Mephisto's claws. Sparks flew as their weapons made contact. Mephisto grinned under his helmet as Rayonix continued to fight back.

"You have the body of a Rayblood, yet you do not understand the potential of being one," sneered Mephisto. "Is this really the power of the one who defeated my subordinate?" His claws radiated with dark energy and with a swipe he shattered Rayonix's swords and the blue Rayblood screamed as he was slashed, sparks erupting from his chest as grooves were left by Mephisto's claws.

"It's disgraceful. You're not even worth killing," mocked Mephisto. Rayonix's response was to kick Mephisto hard in the gut and send him flying. Mephisto flipped through the air but stopped in midair. He looked down at Rayonix who generated a bow made of light from his left wrist. He then pulled on the string and produced an arrow of light. "So, you wish to finish me off? Let's see if you can," Mephisto challenged. He spread his arms apart, unafraid. "STRIKE ME DOWN, IF YOU CAN!"

Rayonix focused his eyes on his opponent and released the arrow which cut through the air towards Mephisto. The evil Rayblood was struck and Rayonix watched as an explosion occurred when his arrow hit. "He's finished," said Rayonix but then he froze as the smoke began to clear to reveal Mephisto. He dusted himself off.

"Is that it?" Mephisto questioned. He looked himself over. "Not even a scratch." He raised up his right arm, producing a dark ball of energy as he said, "My turn." He flicked his wrist and sent the ball flying at Rayonix at full speed and watched as the massive explosion erupted upon impact. "If you survive this become stronger. I hate fighting weaklings." With that said, Mephisto vanished. The Barrier also vanished and Rayonix reverted back to human form as he returned to the real world.

Leaning against a wall with a pained grunt, Shun grasped his chest and then stared at the blood coming from the injury on his chest. He hissed in pain, "Dammit." He would need to treat his wounds. With a hand to his bleeding chest, he began limping back to his apartment.

* * *

><p><strong>KAMEN RIDER CHROME: Uh-oh, looks like the new big bad has come to meet Shun personally. Guess Shun is in for his first big fight. The Dark Puella Magi Mizuno was just small fry compared to Mephisto. This Rayblood also happens to be Faust's master and Faust had not been a pushover. Mephisto proves it by beating Rayonix in a total curb-stomp battle. Anyway, we see some Kyouko and Mami interaction and Kyouko getting to know Shun. Mami won't accept Shun right away but she will, hopefully.<strong>

**And now, new character bios.**

**SHUN HIROKAWA/KAMEN RIDER RAYONIX II**: Shun is Rei's successor after the latter's sacrifice and becomes the new holder of the Ray Buckler who bonds with Raymon to become Rayonix. He is 15 years old.

While looking for a job, he is chosen by Raymon to take over Rei's duties as Rayonix as a new evil has turned up after Faust's defeat. When he tracks the girls down and ends up in a Barrier where the girls fight a Dark Puella Magi, he uses Raymon's power to become Rayonix Zwei. His appearance shocks the girls and after all is said and done Mami demands the Ray Buckler from Shun because 'it belongs to Rei'. Shun refuses and leaves a broken down Mami without another word. He would later learn about his predecessor from Kyouko and learns of Rei's sacrifice to give the Puella Magi hope and light. He promises to live up to Rei's legacy.

**MEPHISTO:** Mephisto is Faust's master and came to Earth after he learnt of Faust's demise. Mephisto took over the Soul Gem of a Puella Magi and uses her as a vessel to move around undetected. He then went to hunt for Witches not to destroy them or to use them as bait, but to recruit them. Mephisto demonstrates the ability of restoring Witches back to their Puella Magi forms and still allowing them to keep the powers they had as Witches. These Dark Puella Magi serve Mephisto because they no longer wish to become Witches and lose themselves as before.

His human host is a girl with dark hair clad in a Gothic Lolita style while in Puella Magi form called Yamiko Ishida. Her weapon is a scythe.

Mephisto's true form is a humanoid in red bodysuit with black gauntlets, boots and black armor on his shoulders and chest with the Dark Soul Gem mounted over the heart. His helmet is dark grey with glowing red eyes and ridges on top. He sports a pair of sharp claws as weapons that fold back on his gauntlets when not in use. These claws are used by Mephisto to siphon energy from his opponents.

**DARK PUELLA MAGI**: Dark Puella Magi were originally Witches but Mephisto restored their human forms. They are able to reclaim their humanity and sense of self which they had lost when they became Witches. Mephisto restores their Soul Gems as well and not only do they possess their original Puella Magi powers but also retain their abilities as Witches such as creating Barriers and Familiars. Grateful to Mephisto, they follow his every order which also include fighting other Puella Magi. They do not want to become Witches anymore and follow him without question.


	10. EP9:Memories and Guilt

**Episode 9: Memories and Guilt**

It was Saturday morning, which meant no school. Madoka had woken up early to make everyone breakfast and had informed her family that she would be back before noon. She let the others sleep in, Mami especially. She looked like she really needed it.

Madoka hadn't told her family about her 'extracurricular activities'. How could she? If she had they'd be worried. Her little brother had seen her in her Puella Magi form but since he was so young it didn't really matter. He was just a little toddler.

She thought back to last night, to Rayonix's return, to the revelation that it wasn't Rei, and to Mami's reaction. Mami was angry and sad. Angry because someone had taken over Rei's mantle and sad because it reminded her of what she'd lost.

Madoka missed Rei almost as much as Mami. She even called him 'sempai' a few times. He was always there for them, watching their backs, and supporting them. Seeing him again had been a dream come true but Shun wasn't him. It was just someone who looked like him.

She thought about Kyouko's words, about how Raymon had chosen a new partner and also how Rei's former partner had pretty much forgotten about them, Rei included. It was disheartening. It was just like with everybody else besides them. It was like Rei never even existed but the evidence of his existence was in the photographs they had of him.

She still remembered when Rayonix first came into their lives.

* * *

><p><em>Mami thought she had the Witch Charlotte right where she wanted her but then a giant worm-like monster with a clown's face and a hungry expression burst from the plushy-like Witch's mouth. It opened its jaws that were filled with sharp teeth and Mami stood like a deer that was caught in the headlights. She couldn't move. She was going to die!<em>

_However, her death would not be coming soon as a blue and red beam of energy struck the worm in the head and knocked it aside, saving Mami's life at the last second. Madoka and Sayaka were stunned and Kyuubey was curious. What just happened._

_"Looks like I made it just in time," a male voice was heard and the three girls and plus one Kyuubey saw someone standing atop a stack of cupcakes He was humanoid and clad in a blue bodysuit that sported red gloves and boots. He wore reinforced, silver chest armor and had spikes on his shoulders. His head was masked by a silver helmet that was equipped with a pair of blue horns, a blue mouthplate and he had glowing yellow eyes. He wore a belt with a blue and gold buckle that sported two points much like his horns. He had his arms in an L-formation and they were smoking._

_He had been the one to save Mami's life._

_"Kyuubey, who is that?" Madoko asked._

_Kyuubey just stared with beady, red eyes. That was when Homura joined them._

_"Hey!" Sayaka shouted as she saw the dark-haired girl._

_"I see he's here," said Homura._

_"Homura-chan, how did you get free?" Madoko asked, referring to Mami's binding spell. She then guessed and looked up at the male figure who'd just saved Mami. "Was it him?"_

_Homura didn't respond but her thoughts were trouble, 'Who is he? He didn't appear before? Why now?'_

_The Clown Worm, which was Charlotte's second form rose up and focused its deranged eyes on the newcomer. It licked its lips and lunged forward. The blue and red warrior leapt off his perch and Charlotte smashed face-first into the desert._

_"Hey, you gotta be quicker than that!" the blue-red man taunted. Charlotte glared and lunged at him. He flipped back and with both his feet kicked into Charlotte's chin, tossing her head backwards. Looking at the girls, he realized he had no time to play around and so decided to finish it._

_"Oi, blondie!" he called to Mami. "Back me up, will ya?"_

_Mami nodded and then produced her guns which she fired rapidly at Charlotte. Explosions erupted from the Clown Worm's body as it was being bombarded. The blue-red fighter's eyes glowed and he spread his arms out to the sides. Particles of light focused in his chest and his horns began to flow. The energy then transferred into his arms and he launched himself into the air._

_"RAYONIX SLASH!" he shouted as he swung his arms forward. Crescent blades of energy shot towards the Clown Worm and cut right through. The Clown Worm howled in agony from the attack. Mami took advantage of the moment to execute her finisher. She summoned up her massive gun and aimed at the Clown Worm._

_"TIRO FINALE!" The blast from her massive gun hit Charlotte's Clown Worm form and destroyed it explosively._

_With the end of the Witch, the Barrier ceased to exist and the girls were all returned to the real world. All that was left of Charlotte was her Grief Seed which the blue-red figure picked up in his hand. "Here," he said as he tossed the Grief Seed to Mami who caught it. "Ja ne," he said before he turned to walk away._

_"Wait," said Homura and he stopped. "Who are you?" she questioned suspiciously._

_"Kamen Rider," he answered. "Kamen Rider Rayonix."_

_"Kamen Rider…?" Madoka said questionably._

* * *

><p>He pretty much became their ally since then, always arriving in the nick of time to save them. As she finished cooking and started to set the food on the table, she spotted Sayaka and Homura. "Good morning, you two."<p>

"Wow, smells great," Sayaka complimented.

"Wash up first," advised Homura.

"Oh, right," smiled Sayaka.

Sayaka missed Rei too and seeing Rayonix again had been like a dream come true. Her first thought when she'd seen the Rider again was to celebrate because Rei was back! She may have seen his body disintegrate into light but she still thought that maybe, someday, he may return. Seemed a bit too optimistic but magic was supposed to make everything possible, right?

When she had made her wish to heal Kyousuke's hand and became a Puella Magi in exchange, she thought things would be alright. Then she found out her body was nothing more than an empty shell with the Soul Gem containing her soul, hence the name. She'd been depressed about her condition and distanced herself from Kyousuke when he returned to school. She started to become angry, at herself, Kyuubey, and everyone else. She started to distrust her friends. Everyone tried to help her but she rejected their help out of distrust. All this, coupled with the fact that her Soul Gem was corrupted, would've turned her into a Witch if Rei hadn't arrived in time to purify her Soul Gem. According to him, her Soul Gem had been critical and in a matter of seconds she would've turned into a Witch.

And then there was the talk they had when he got her alone. She was grateful for his words.

* * *

><p><em>Sayaka was alone on the roof when Rei walked up to her. He was a student of the school like her and one of Mami's classmates. "So, how have you been?" he asked. Sayaka sighed and turned.<em>

"_Not too good, but better than before," she answered. "I apologized to Madoka."_

"_Yeah, it really wasn't the nicest thing you did, making her worry and just being horrible," acknowledged Rei. Sayaka frowned. "Hey, you were horrible."_

"_I was, but I just got so angry," she answered._

"_At who?" Rei questioned._

"_At Kyousuke-kun, at Hitomi, at Kyuubey, at everyone else…but most of all at myself." She clenched her fists. "How can I be with Kyousuke-kun now?"_

"_Baka," Rei called her. She glared at him._

"_What did you call me!-?" she demanded._

"_Baka, ahou," he continued to insult her. She got up to his face and grabbed the front of his uniform._

"_You better shut up!" she demanded, pulling her arm back to hit him._

"_Sayaka, you're supposed to be a brave warrior of justice," he said. "So what if you're not human anymore? You're still you, aren't you?"_

_Sayaka let her arm hang weakly at her side. "I…I don't know anymore."_

"_Believe it or not, you deserve to be happy," he told her. "You made his dream come true. You gave him a miracle. Sure, maybe it wasn't as you expected but things rarely do work out the way we want. What we can do, what we should do, is try our best to live."_

"_Easy for you to say, Mr. Kamen Rider," scoffed Sayaka._

"_Even a Kamen Rider gets bad days," he told her. "Just confess to him. Once you do that weight in your heart will lighten. Besides, you really don't want anyone to steal him away, do you? You've always been at his side. Now it's time to take his healed hand in yours and let him support you."_

"_You're pretty wise," she commented._

"_I know, I have to be, now go and get your man!" he encouraged._

* * *

><p>Homura once thought that Rei had been interfering with her mission. She'd pretty much demanded why he was doing what he was doing. In the end he'd allowed Madoka to become a Puella Magi, something Homura had been working to not allow to happen as she'd made a promise in her past. Unfortunately, there was nothing to do about it now. A lot had changed with Rei as the catalyst.<p>

She remembered how cold she'd been to him following the Walpurgis Night incident and even after several months had passed she still resented him because his interference had allowed Madoka to become a Puella Magi.

She remembered confronting him several days after the battle with Walpurgis Night…

* * *

><p><em>Homura and Rei were at the café. The black-haired girl was frowning as while Rei leaned back in his seat across from her, looking neutral. "OK, you wanted to talk, let's talk."<em>

"_You weren't supposed to be here," she said._

"_OK, ouch," Rei responded, wincing at her words. "What's that supposed to mean?"_

"_Each time I went back in time a lot of things happened, but this is the first time I encountered you," she said. "You changed a lot of things and…"_

"_Saved everyone," he finished._

"_No, not everyone. There's Madoka," she countered._

"_Madoka? What are you talking about?"_

"_Because of you going berserk she made a wish and Kyuubey granted it. She made a contract and became a Puella Magi." Her fists were on the table and were tightly clenched. _

"_And she ended up saving us all," he concluded as he took a sip of his coffee._

"_She wasn't supposed to. I was supposed to save her," said Homura._

"_Save her from what? Her destiny?" questioned Rei. He swirled the coffee in his cup and said, "There are some things you can fight, like Witches but you can't fight destiny. You can resist but ultimately you'll have to accept destiny. Of course what you do with that destiny is completely up to you. Knowing the type of person Madoka is, and considering how much she cares about everyone, she has the heart, potential and strength to become the greatest Puella Magi of all."_

_Homura accepted that. It was Madoka who'd inspired her in the first place during the first timeline. She had admired Madoka even though the girl had been a bit naïve and innocent. Homura loved Madoka for being so pure. She wanted to protect Madoka's purity but that was impossible now._

"_It's still your fault," she told him._

"_I know, and I accept your hatred. But what will you do about it?" he questioned._

* * *

><p>For months she resented him, merely tolerating his presence. They never were close. They were only allies. They never really became friends no matter how much Madoka insisted they should be. To Homura, he was the one who allowed Madoka to become a Puella Magi and she would've become a Witch one day.<p>

Then he sacrificed himself and became the light that gave all Puella Magi, in the present and future, hope. Her Soul Gem had not lost its shine since then, no matter how much magic she used, allowing her to cast spells indefinitely without fear of exhausting her magic or becoming a Witch. He'd done the impossible and paid for it with his own life.

And Homura noticed that he never once regretted his decision.

* * *

><p>Kyouko had woken up earlier when she smelled food cooking but she didn't immediately go after it like she normally would. In fact she stayed at Mami's bedside, watching the blonde sleep. The redhead had made it her duty to look after Mami as a way to honor Rei's sacrifice. She remembered one time she and Rei had a very violent confrontation.<p>

* * *

><p>"<em>Stop dodging and fight!" shouted Kyouko as she tried to spear Rayonix who dodged all her strikes. Rayonix had defeated a Witch that Kyouko had been after and was holding the Grief Seed from her. She really wanted that Grief Seed and would fight for it. She needed it so she could purify her Soul Gem and use more magic.<em>

"_Sorry, but this is too much fun!" he shot back as he ducked a swing. Kyouko then swung a chain at Rayonix, binding him._

"_Hah, gotcha!" she gloated. The chains were shattered. "Fuck!"_

"_Think again!" he responded as he rushed forward and threw a punch, only stopping an inch from her face. There was still a blast of wind that sent her ponytail flapping behind her and she just froze. "Believe it or not, I'm on your side," he said. He turned his fist over and opened his palm to reveal the Grief Seed. Blinking, Kyouko took it into her hand as Rayonix stepped back. He then reverted back to Rei. "So, are you feeling hungry? Let me treat you to dinner."_

* * *

><p>Kyouko had opened up to Sayaka, seeing as how similar they were. Kyouko had made her wish for her father which ended tragically. She didn't want to see someone suffer like that. Rei seemed to be the same way, someone who put himself on the line for others. He never got into details about how he got his powers, opting to keep that information to himself. However, Kyouko was observant. She knew Rei was the type to fight for others rather than himself. He was like a stereotypical superhero. She thought they were just something only seen on TV but Rei proved to her that real heroes did exist.<p>

Since the loss of her family, Kyouko had only lived for herself but by accepting Rei's invitation she had accepted his friendship. She had also accepted the others as friends and more. They had become a family, albeit a dysfunctional one. Sometimes she would tease Madoka about being Sayaka or Homura's 'bride' since Madoka would often cook for them. The reaction she got from Homura was priceless.

Rei had been a friend, and not just someone who cooked free meals for her or provided her with a place to crash. He had always been by their side. Kyouko looked to Mami and couldn't help but feel envious. Mami hadn't been the only one to like Rei like that. Kyouko had actually liked Rei more than just a friend. Her teasing was just a way of showing her affection and he'd been kind to her despite her attitude. Sure, she annoyed him and he didn't hide that fact but he still considered her a good friend. As abrasive as she was she would stick by the people she cared for.

Mami was dreaming. Well, actually she was remembering in her dreams. Before they started dating, she and Rei had started to develop a close friendship. She remembered the days they spent at the beach and that day at the summer festival. Then after they started dating things became very intimate between them.

* * *

><p><em>Mami was lying on her bed with Rei on top of her. They had just both finished dealing with a Witch and were exhausted. Like many times before, Mami had invited Rei over to her place for rest but Mami had other plans.<em>

_Their lips met in a deep kiss which they broke for air, only to kiss again, then repeat the process. It was a hot make out session with her arms around him and his around her. Her hands rubbed up and down his back as she felt his warm body press down on hers._

* * *

><p>They never did go further than that. As she opened her eyes, she saw Kyouko looking at her. "Good morning, princess," Kyouko greeted.<p>

"Ah, good morning, Kyouko-san," said Mami. She smelled something delicious. "Is someone cooking?"

"Yeah, Madoka," replied Kyouko. "Now, hurry up and get washed up. We're having breakfast." Kyouko left the room. Mami smiled and turned to her nightstand. She picked up a framed photograph of herself and Rei and gazed at his image.

"Good morning, Rei-san," she said before kissing his picture. Rei had made her so happy and she tried to be happy after his death. It would take some time for her to do that. She hadn't been the same when she'd lost her parents and she never thought she'd ever feel the same pain again until Rei's sacrifice. However, the difference was that Mami was no longer alone. She had friends and they were waiting for her.

* * *

><p>Shun couldn't sleep. The aches in his chest got in the way. After he got back to his apartment he'd treated his wounds to prevent them from being infected and bandaged himself up. He was a fast healer but he wanted to heal right.<p>

He thought back to Mephisto's words: "_It's disgraceful. You're not even worth killing_."

And yet, contradicting his own words, the evil Rayblood had tried to blow him up. If this was the power the enemy had then those girls wouldn't stand a chance. He knew Kyouko would listen. He wasn't sure about the others. However, he was sure that Mami would sooner shoot him than listen to him.

She'd seen the anger in her eyes. She looked ready to kill him. Suddenly, her mood just shifted and she collapsed in tears. He wanted to comfort her but it was an awkward situation so he decided just to leave her alone. Her friends would help her.

Shun managed to learn about his predecessor from Kyouko and he looked at the Ray Buckler. He was a novice compared to Rei and wished he'd actually gotten the same kind of experience. He began to question his decision only to remember that he needed to do this. Also, he needed a job. Ignoring the pain in his chest he picked up his resume and the Ray Buckler and set out to find food and a job.

* * *

><p>"Gochisosama deshita (thank you for the meal)," said Mami as she finished her meal. She and her friends had eaten together but now it was time for Madoka, Sayaka and Homura to leave. Mami saw them off and watched them leave as Kyouko picked up their dirty plates and washed them.<p>

"So, any big plans for today?" Kyouko asked.

"No, why do you ask?" responded Mami.

"Well, I just thought you and I could hang out," she said. "How about we go have some ramen for lunch?"

"Your treat or mine?" Mami asked.

"My treat, of course. I do have a paycheck," said Kyouko. "Which reminds me that I gotta get to work. Later, Mami!" Kyouko was out the door, grabbing her coat and scarf. Mami sighed.

"Alone again…" she murmured. Maybe she could take a walk. It was a beautiful day, after all. It would be lonely but she was used to being alone even after gaining friends.

* * *

><p>Shun finally got himself a job at a ramen shop. He was a waiter, washer and delivery boy and was fine with all the responsibilities. He was willing to do anything so he could keep a roof over his head. Customers were already coming in and he started taking orders and handing them over to the chef and owner. Then, he would of course pick up the dirty bowls and wash them then. Then, when someone called for a delivery he would get on a bicycle and carry the ramen to the address, intact. Ruined ramen would mean a deduction from his paycheck which he couldn't afford.<p>

The interview had gone smoothly. He must've been horrible during his previous interviews and job applications if they had rejected him. He never did have any experience with interviews but after several rejections knew what he should and shouldn't do. At his new he got 1,000 yen an hour, which was fair enough. He would just have to work long hours to have enough for rent and food.

He could work long hours too since he didn't go to school. He wasn't ignorant or uneducated of course. He just didn't need to go to school. He was smart enough already. The owner had been suspicious but Shun simply said he couldn't afford to go to school and lived on his own. He was just trying to survive and this harsh, cold and cruel world.

Meanwhile, Mami walked by the ramen shop and gazed at it. She remembered when Rei had taken her to this place for lunch. The food was delicious and also very affordable. She remembered when Rei told her about the different types of ramen out there. His knowledge was almost encyclopedic.

Mami smiled as she reminisced about Rei. Normally, memories of him would bring her down and make her depressed as they were simply memories which would remind her that he wasn't with them anymore. However, he wouldn't want her to be sad. Unfortunately, she couldn't help it.

Mami saw someone coming out of the shop carrying a steel box for delivering ramen and hop on a bicycle and her eyes widened when she saw who it was.

It was the impostor.

This was chance to get back the Ray Buckler from him. He didn't deserve it like Rei did. If he wouldn't give it up willingly, then she would take it by force. Resolutely, she followed after Shun. He was on a bicycle but she would be able to catch up to him. She was, after all, a Puella Magi.

Mami should've been paying attention because she was being watched.

"Guilty."

* * *

><p>Shun finished with his delivery and was about to head back to the shop when he saw Mami (in Puella Magi form) standing in front of him. He stopped the bicycle and regarded her warily. She had tried to shoot him the previous night and after hearing about her mental and emotional state held up his guard. He was cautious as he didn't want to give Mami a reason to shoot him.<p>

It wasn't like she needed one. She had already decided that she hated him and Shun doubted he could change her mind. She hated him for taking Rei's place.

"Let's cut to the chase," said Shun as he took out the Ray Buckler. "This is what you want, isn't it?"

"You don't deserve it," she told him coldly.

Shun sighed and apologized, "I'm sorry I'm not this "Rei" person. Raymon found me and asked me to do this. All I wanted was to do something good with my life."

"I don't care," said Mami. "It's not yours." She demanded, "Now, give it back." She had her rifle aimed at him.

"I can't do that," he told her. "I won't part with this. It's the key something I've always wanted; purpose. And I don't care how you feel about it. I was chosen, end of story."

Mami was about to retort when all of a sudden a large black hole opened up underneath their feet. With a scream, she fell and so did Shun as he cried out in shock.

* * *

><p>When Mami came to, she couldn't move. It was dark so she couldn't see where she was. "Where am I?" Then, the lights shone and Mami gasped as she realized that she was restrained in a guillotine with the blade hanging over her head. She looked around. She was in a courtroom, and it looked like a Western one with a jury box and the judge's bench. The members of the jury all looked like faceless people and the judge was a girl dressed in black and wearing a powdered wig.<p>

"What is this?" asked Mami. Was this a trial? Was this _her_ trial?

"So, members of the jury," the judge began, "Do you find the defendant guilty or not guilty?"

The foreman of the jury stood up. He was also faceless. "We the jury find Mami Tomoe is guilty for causing the death of Rei Hikari."

"No!" Mami denied.

"Silence!" the judge commanded.

"If Rei Hikari had not cared about her then he wouldn't have died. Thus, it is her fault he died," the jury foreman continued.

"Indeed," the judge agreed, nodding. "If it wasn't for her he wouldn't have had to die."

Mami wanted to deny these horrible words but her voice got caught in her throat. In a way, it was true. Rei had sacrificed himself for them. He had died for them. They, her most of all, were the reason he'd made that decision. In a way, she had caused his death.

Tears began to fall from her tears. '_Rei-san, I'm sorry…_' She closed her eyes. Maybe she would be able to meet with Rei if she died.

"I sentence you to death," said the judge as she brought down her gavel. The blade then dropped down on Mami and she accepted her fate.

'_Rei-san, I'm coming…_'

The blade never touched her neck as a beam of energy threw the door open and slammed into the blade, knocking it straight into the wall where it was imbedded. The judge stood up and looked towards the door as a blue figure entered.

"I OBJECT!" declared Rayonix as he pointed at the judge's bench dramatically.

"ORDER IN THE COURT!" commanded the judge as her clothes changed. She was now dressed in a black suit with a red tie. Instead of pants she wore a leather skirt that reached down to mid-thigh with thigh-high boots. She also wore a cloak and in her right hand was a mallet. She took off her powdered wig to show her silver hair which was tied in a braid that was wrapped around her neck.

The members of the jury rushed at Rayonix but he wasn't concerned. He swung his right arm and cut them down with a crescent blade of energy and watched them fall like puppets with their strings cut off. Then again, they did look like faceless mannequins after all.

The Dark Puella Magi growled then looked to Mami who was still bound. She decided to finish the job and swung at Mami. The mallet's shaft extended as the head expanded before coming down on the blonde to crush her. However, Rayonix immediately appeared in front of the mallet and caught it in his hands before pushing the mallet backwards. The Dark Puella Magi recoiled and stumbled.

Rayonix looked to Mami. She stared up at him in nostalgia. "Rei-san…" she uttered. It was the same armor and nothing had changed except that someone else was wearing it. He used a blade of energy to cut Mami free. Slowly, she rose up to her feet, massaging her neck and wrists. She looked at him.

"I know you won't accept me," said Rayonix/Shun, "And frankly I don't really care. I've accepted my destiny and this is the path I've chosen." He paused, "You hate me, I get that, but I don't hate you. I don't know Rei but from what I heard about him he cared a great deal about you and gave his life for you. Every moment is precious so don't throw your live away. It would be an insult and a waste of his sacrifice."

Mami listened to his words. She still didn't accept him as Rei's successors but his words held truth in them. Rei had died so they could live and she'd been ready to give up. The way she had acted was an insult to Rei's memory.

The mallet-wielding Dark Puella Magi, Akari, scowled at the two. She would kill them. It was Mephisto-sama's will after all.

"RARGH!-!-!" she roared as she flew at them and swung her mallet. The floor shattered as she brought her weapon down. Mami and Rayonix had dodged and the blonde quickly produced her guns and aimed, hitting Akari with two shots that hit her in the chest. The Dark Puella Magi ignored the pain and rushed at Mami as the blonde brought out a ribbon and lashed it out at her. Akari jumped over the ribbon but was then sent crashing into the judge's bench when Rayonix punched her.

No, this was HER Barrier! HER world! SHE was LAW! SHE was ORDER!

She had become a Puella Magi to punish the wicked but in the end she'd become a Witch and used her power to kill the wicked people in the world. She had lost herself but then Mephisto brought her back. Now she was a Puella Magi again and still be able to do what she'd always done. She was given a new reason for being and a purpose. She would punish those who opposed Mephisto-sama!

"GRAVITY…HAMMER!" she called as she brought her hammer down and the shockwave swept outwards. Mami and Rayonix bodies felt heavy and they were forced to their knees. Akari grinned. Her Gravity Hammer technique would not allow them to resist or escape.

They were finished.

"Judgment has been passed, and both of you will be sentenced to death," said Akari as she slowly made her way towards them. She snapped her fingers and bound them in guillotines. "Any last words?"

"Just two," said Rayonix and he shouted them out, "BURST MODE!"

Energy exploded from his body in a single burst. Shocked, Akari was knocked off her feet as the guillotine holding Rayonix shattered. Mami watched as Rayonix assumed Burst Mode. He was the same color as Rei's burst mode but something was different. The chestplate was still silver, and his eyes remained yellow. Also, unlike Rei's Burst Mode his body didn't radiate with malevolent negative energy.

This was the legacy Rei left behind; his light. Now, Shun Hirokawa had inherited that light.

Rayonix freed Mami from her own guillotine as well and told her, "Stand back."

Electricity sparked from his horns as Akari got back to her feet. She clenched her teeth and gripped her mallet before she rushed towards Rayonix in her rage. The electricity danced off his horns as he stretched his arms to the side. The electricity collected around his arms and then he clapped, sending a bolt of lightning streaking through the air. Akari screamed as she was zapped and collapsed to the ground.

"Mephisto…sama…" she uttered as she reached up as her body began to disintegrate and then finally turn to dust. What remained of her was a single Grief Seed as it lay among her remains. Seconds later it shattered to pieces.

Rayonix exhaled as he deactivated Burst Mode. He then felt a gun to his back and sighed. Of course, Mami still hated him and the fact that he'd saved her life did nothing to change her opinion of him. He waited for the shot to be fired but she took his gun off his back.

"You saved my life, so now I spare yours," said Mami. "We're even. However, this still doesn't mean I acknowledge you."

"And like I said I don't really care," Rayonix responded as the entire courtroom shattered like glass and they returned to the real world. Rayonix was back in human form. They both regarded each other with cold calmness before Shun grabbed his bicycle, got on, and rode away.

"Rei-san… I wish you were here…" she murmured. She then recalled Akari's last words. "Who's 'Mephisto-sama'?"

* * *

><p><strong>KAMEN RIDER CHROME: Another Dark Puella Magi is defeated. Also, Mami and Shun have a rather violent confrontation. Nothing happened but if that Dark Puella Magi hadn't appeared. Now Mami has learnt Mephisto's name. She will definitely tell the others. Anyway, I hope you all enjoyed this chapter. I did work hard on it. Didn't take me long and I'm pretty satisfied with it. Anyway, please read and review and enjoy yourselves.<strong>


	11. EP10:Riddle Me This

**Episode 10: Riddle Me This**

Kyouko was standing on an overpass at night and leaning against the railing as she took a sip of hot coffee from a can. "Rei…baka…" she muttered. She chuckled "You really did it. You just had to be a fucking hero." Tears were forming in her eyes and she dried her tears with her sleeve. "Why did you have to be so stupid and give up that life of yours?"

"Hey, are you okay?" Kyouko looked and saw Shun.

"Oh, it's you," said Kyouko as she forced herself to smile. "What's up?"

"Just taking a walk," he told her. He looked at the sky. "The stars are so beautiful. There's nothing like them."

"You act like you've never seen stars," Kyouko pointed out.

"You could say that," he replied. He advised, "You really should be careful. It's really late."

"Feh, I can take care of myself," she retorted as she finished the last of her coffee before crushing the can in her hand.

"If you say so," Shun said. "How's your friend? The blonde one. Her name's Mami, right?"

"Miserable," Kyouko answered. "I know she's trying to be strong but…she misses him. We all do."

"And I'm not helping things, am I?" Shun asked. "Sorry."

"Hey, it's not your fault. You just got roped into this like the rest of us," Kyouko told him. "You didn't know about Rei."

"You're right, I didn't know Rei and I can never understand what he meant to you all," Shun agreed. "But from what you told me he'd want you all to be happy and safe."

"He was always like that," Kyouko reminisced, "Always butting in to make sure we were alright. Like the hero he came at the last minute. He really did like to cause drama."

"Here, catch," said Shun as he tossed her something and she caught it. It was a box of Pocky. "I have no idea why I bought the stuff."

"Thanks," said Kyouko as she opened the box and took a bite out of a piece.

Shun cautioned her, "Oh, by the way, there's more than just these 'Dark Puella Magi' around. There's also-"

"Mephisto?" Kyouko finished. Shun was surprised. "Mami said that was the last thing that hammer chick you fought said. Who's Mephisto?"

"He's says he's a Rayblood," Shun answered. Kyouko grimaced.

"Oh, that's just great!" snapped Kyouko sarcastically, "First Faust and now another one? Man, why are these aliens keep showing up here?"

"_For the abundance in negative energy_," Raymon answered.

"That was rhetorical."

"_Oh, my mistake._"

"You fought Mephisto, didn't you?" Kyouko questioned Shun. "How tough is he?"

"He shrugged off my attacks, and if he wanted to he could've killed me but he said I wasn't even worth killing," Shun replied. "He's arrogant and he talks big but he can really back it up." He rubbed his chest. The injury had faded but the memory was still there. "You should be careful. The safest you can do if you ever encounter him is to run."

Kyouko never ran from a fight but remembering how strong Faust had been, and considering how strong Mephisto could be, she took Shun's advice to heart. "OK, I'll pass it along too."

"Good, oh and take care of yourself Kyouko. Good night," said Shun as he walked away.

Kyouko took another bite of Pocky and frowned thoughtfully. When she first became a Puella Magi, she knew she'd be fighting Witches and competing with other Puella Magi for their Grief Seeds. Then she learnt that Kyuubey put their souls into their Soul Gems (hence the name) and that their bodies were just empty shells. She then learnt that Witches were born from Puella Magi who'd allowed themselves to be corrupted and fall into despair.

Of course new elements had entered the equation. The Rayblood, starting with Rei/Rayonix and then the appearance of Faust who could create pseudo-Witches by the use of Dark Seeds. Now there was Mephisto who seemed to be in command of these Dark Puella Magi as Mami had mentioned that the Dark Puella Magi Akari had called him 'Mephisto-_sama'_.

There had been too many surprises as of late and Kyouko was getting annoyed by them all. She then turned to walk home.

* * *

><p>There was a loud and shrill ringing of a bell that caused Madoka to jump awake. "I'M UP! I'M UP!" she shouted. She then rubbed her tired eyes and yawned. "Huh?" This wasn't her room. She tried to get up but she was stuck and finally she noticed the metal clamp that was around her waist, keeping her secured to the chair she was sitting in. "Huh, what is this?" she questioned, frightened. She saw a podium set in front of her with a big red button on top.<p>

"Madoka…?" Sayaka groaned.

"Eh? Sayaka-chan?" asked Madoka as she looked to her left to see Sayaka restrained like she was, sitting in the same chair and also with an identical podium in front of her. She looked to her right and saw Homura as well and the girl was slowly coming too. Kyouko and Mami were in the far right and far left respectively.

"What the fuck is this!-?" shouted Kyouko as she gripped the clamp around her waist. "Get this thing off me!"

"Where are we?" Mami asked.

"It looks like a set for a television game show," said Homura. They looked around and saw that she was right. It did look like a set for a television game show. There were even empty seats where the audience sat.

A bell chimed and suddenly there was a burst of smoke. The smoke cleared and posing dramatically was a girl with rainbow-colored hair dressed in a purple and black harlequin outfit. "Homura-chan guessed correctly!" she announced and the counter in front of Homura's podium flashed to show the number 10. "And at the start of the game she's already in the lead!"

"HEY, WHAT IS ALL THIS!-?" Kyouko screamed.

"Mou, Kyouko-chan, no need to shout," the harlequin said. "Oh, where are my manners? I know who you are but you don't know who I am! Well, let me tell you!" Dramatic music played, "I am your host, the cute and lovable Hikaru-chan!" She beamed. Applauses were heard from the empty seats.

"Ano…Hikaru-san…what is all this?" Madoka asked.

"Well, it's my game show," said Hikaru, "And I wanted to play with you."

"You're another Dark Puella Magi, aren't you?" Kyouko asked.

"Bingo! Another correct guess!" said Hikaru.

"You mean she's like that mermaid girl?" asked Sayaka.

"And the girl that tried to chop off my head with a guillotine," added Mami.

"That's right, and I this show was brought to you by the graces of Mephisto-sama!" stated Hikaru. "Now, let's start the game. Oh, and before we do let me show you what you're playing for!" She went over to table and pulled off a cloth covering a silver chest. She snapped her fingers and the chest opened to reveal… "Dan-dan-dang! You're playing for your lives!" Inside the chest were their Soul Gems.

"Our Soul Gems!" Madoka gasped.

"That's right Madoka-chan! You and your friends will be playing for your Soul Gems and your lives!" said Hikaru enthusiastically.

"Bitch, when I get my hands on you!" threatened Kyouko when all of a sudden water came pouring down on her. Sputtering, Kyouko cursed, "WHAT THE HELL!-?" Another stream of water was poured on her again.

"Oh, you have a potty mouth, Kyouko-chan," pouted Hikaru.

"And was pouring water on me necessary?" growled Kyouko.

"Of course! You gotta use water to clean a dirty mouth! Well, you need soap AND water! Maybe we can do that later!"

"Try it and you're dead…" threatened Kyouko.

"Waa…Kyouko-chan's scary…" whimpered Hikaru. "OK, anyway, let us begin! Mami-chan, Madoka-chan, Homura-chan, Kyouko-chan, Sayaka-chan, are you all ready to play?"

"Do we have a choice?" Sayaka questioned.

"Nope, not really," Hikaru shook her head.

"OK, then start your crazy game!" said Hikaru.

"Now, the rules are simple!" said Hikari. "You just have to answer one of my questions correctly and get me to say this so you can be free!" She held up a sign that had 'DING-DONG' written on it. "Of course if you don't manage to do that once times runs out…" Her tone became sinister, "You all die." She snapped her fingers and a bomb appeared inside the chest with the Soul Gems. "It'll be a nice explosion!" She giggled, "I love fireworks!"

Kyouko leaned over to Homura, "Is it just me, or is this girl a few sandwiches short of a picnic?"

"Alright, this is just something to get thing started up so no points will be given!" She pointed to the screen. "Guess who this is!" The screen showed an image of Kamen Rider Rayonix.

The Puella Magi slammed their hands on the red buttons at the same time, buzzing in.

"Oh, what is your answer?" asked Hikaru.

"It's Rayonix!" they answered together.

There was a loud buzz and Hikaru crossed her arms into an 'X'. "WRONG!" Hikaru remarked.

"Hey, that's obviously Rayonix!" Kyouko complained.

"Oh, really?" grinned Hikaru. "Let's play the rest of the clip, shall we? The Rayonix on screen removed 'his' helmet, revealing it to be Hikaru. "It's actually me dressed as Rayonix!"

"Hey, that's no fair!" complained Sayaka.

"Sorry, but you still got it wrong. That means you still gotta pay the penalty!" Water poured down on the five girls. It was really cold water and Madoka shivered. Hikaru laughed and clapped. "Next time you should watch the whole clip! Next question!"

* * *

><p>Shun was running fast. He had to. Something was wrong. He could feel it. The girls were in danger. He had to go and save them.<p>

"Where is it?" Shun asked Raymon. "Where's that Barrier?"

"_There's some kind of interference_," said Raymon. "_The signal keeps bouncing around that I can't pinpoint its location_."

"You better find it," said Shun. "Those girls are in a heap of trouble."

"_How are you sure?_" asked Raymon.

"Call it an educated guess. Now, try and find them!"

"_Alright, I'm widening the search radius_," said Raymon. Shun looked at the holographic map projected by the Ray Buckler.

'_Hang in there, Kyouko_.'

* * *

><p>"The answer is wrong!" declared Hikari.<p>

**ZAP!**

"ARGH!" shouted Kyouko as she was again electrocuted.

"Kyouko-san!" cried Madoka.

"Wow, all of you really suck at this," giggled Hikaru. "None of you gave a right answer!"

Hikaru had been quizzing them one-by-one with riddles and when one of them gave an answer Hikaru would say it was wrong and zap the one who got it wrong. Of course this was Hikaru's game. She wanted to torture them. Therefore, the only right answers were _her_ answers!

"This one is for Madoka-chan!" said Hikaru.

"No!" denied Homura. "Ask me the question-ARGH!" Homura screamed as she was zapped.

"Homura-chan!" exclaimed Madoka.

"No arguing with the host!" chided Hikaru, "Shame on you." Homura slumped forward, her body smoking from the electrical shock she'd received. "OK, Madoka-chan! Here's your question! What kind of lamp don't you want to drop on you?"

Madoka bit her lower lip, wracking her brains, trying to find an answer. If it was a riddle, then it was a play on words. She then buzzed in. "It's a clamp!" she answered.

"Wrong!" Hikaru shouted and Madoka was zapped. "The correct answer is: nobody wants any kind of lamp to drop on them."

"Madoka, are you okay?" Sayaka asked.

"I'm…okay…" Madoka groaned painfully. "It's fine…"

"And next is Mami-chan!" Hikaru pointed at the blonde who quivered in her seat. "Alright, here's the question. Clay is very versatile but what kind of clay really hurts?"

Mami looked to her friends. She had to get this right. She buzzed in. "Would it be a spear or sword made out of clay?"

"Wrong answer!" Hikaru declared and Mami was zapped. "Haha! The right answer is: 'claymore'!"

"Hey, this is stupid!" shouted Kyouko. "No matter what we answer you'll say we're wrong!"

Hikaru's expression turned sinister and she said, "Oh, right you are, Kyouko-chan. This is _my_ game, _my_ rules, so only _my_ answers truly matter." She looked at the clock and switched to her bubbly expression, "Oh and it looks like we're almost out of time! Let's check the scores! Oh, too bad! So sad! None of you answered any of the questions right! You know what that means!" Hikaru zapped the girls again and laughed as she heard them scream.

"Dammit…" grunted Sayaka, "She's just torturing us for fun."

"And now, let's get back to-"

**CRASH!**

The ceiling shattered and Rayonix burst through on his bike. "NANI!-?" screamed Hikaru as Rayonix landed, his tires screeching to a halt.

"OK, let them go!" Rayonix demanded.

"No can do, Rayonix-chan!" giggled Hikaru as she pointed to the Soul Gems and the bomb. "Tick-tock, tick-tock. One wrong move and the thing goes boom!"

Rayonix glared, "You…"

Hikaru then snapped her fingers and green slime poured down all over Rayonix. It was like glue. He couldn't move! "What is this!-?" he shouted as he struggled with the sticky slime.

"It's my special 'Anti-Rayblood' slime. Even a powerful Rayblood like you can't cut yourself free," said Hikaru as she skipped over. "Oh, and I'm taking this!" She swiped the Ray Buckler off Rayonix and tossed it into the chest with the Soul Gems. Separated from the Ray Buckler, Shun was reverted back to human form. "Let's hose you down!" A fire hose appeared and sprayed scalding hot water at Shun, causing him to scream as it washed the slime off. He fell to his knees and then a chair came up from under him and he was locked in by a clamp like the others.

"And now we have a new contestant!" Hikaru introduced as her invisible audience applauded. "Will he be able to play for his and the girls' lives? Let's find out after these messages!"

* * *

><p>"Shun," said Kyouko.<p>

"Sorry, I came to save you, but it looks like I'm the one that needs saving now," grunted Shun. His skin felt sore from the hot water treatment he'd received. "So, what's going on here?"

"Well, this crazy girl stuck us in a quiz show and every time we answer wrongly we get zapped," Sayaka explained. He could see that they had electrical burns and frowned.

"And none of you answered correctly?" he questioned.

"It doesn't matter what we answer," said Homura. "This is all a game to her where she tortures us then kills us. There's no way she's going to say our answers right. Even if they are, she says they're wrong."

"Lousy cheater," grumbled Kyouko. Water was poured on her again. "Come on!"

"No insulting the host!" scolded Hikaru.

"Be glad it isn't acid," commented Shun.

"Don't give her any ideas," warned Kyouko.

"So, how are we supposed to get out of here?" Shun asked.

"Well, she said if we manage to get her to say 'ding-dong' she'll let us go," said Madoka. "But because she makes the rules there's no way that will happen."

Mami glanced at the clock, "And we're running out of time."

Shun was thinking and smiled, "Hey, don't worry. I got a plan."

"And we're back! As you can see time is running out for our lovely contestants and now we have a new contestant joining us! His name is Shun Hirokawa and he's the 2nd Kamen Rider Rayonix!"

"Hey, jester girl!" Shun called.

"Are you talking to me?" Hikaru asked.

"How about you play my quiz game?" Shun challenged.

"What? What? Are you challenging me?" Hikaru clapped. "OK! Sounds fun! Let's do this!"

"It's simple! It's only three questions. If you manage to answer all three you'll get to do whatever you want with us!" Shun told her. The girls looked at him like he was crazy.

"Are you crazy!-?" yelled Sayaka.

"OK, let's play! I'm ready! I'm ready!" exclaimed Hikaru eagerly.

"OK, here's question #1: what food does papa agree with?" Shun asked.

"Oh, that's easy! It's papaya!" Hikaru answered.

"OK, that was good! Next question! If a bird is a bird then what is the bird?" quizzed Shun.

"Another easy one! The answer is: the bird is the word!"

"Correct!" accepted Shun.

"Shun, if you're plan is to get us killed it's working!" hissed Kyouko. Why was Shun giving Hikaru such easy questions? It didn't make sense. If this was his plan it was a poorly executed one.

"OK, I was saving the hardest for last. Here's question #3: what does a house say if you manage to push the right buttons?" Shun asked Hikaru.

"That's hard? Hah! That's child's play! The answer is 'Ding-Dong'!" Hikaru answered gleefully but then gasped in shock. "Oh no!" The clamps opened up. "Oh no!" Shun dashed right past Hikaru and towards the chest. Grabbing the bomb, he tossed it to her and she caught it. "Ah, shimatta!" Time had just run out.

**BOOM! **

Shun grabbed his Ray Buckler and then tossed the Puella Magi their Soul Gems back. Grinning, he boasted, "Told you I had a plan."

From the smoke a voice rasped out, "You jerk…you cheated…" The smoke cleared to reveal Hikaru, covered from head to toe in soot. "You cheated! Cheater!"

"Takes one to know one," retorted Shun.

"Baka," Kyouko teased.

"You jerk! YOU JERKITY JERK!" Her right hand turned into a seltzer bottle as her left hand turned into a hammer. She pointed the seltzer bottle at Shun and released a stream of acid. He jumped out of the way and dodged the acid which ate away at the spot he'd stood.

"Everyone, transform!" Shun commanded, "Rayonix Reload."

Mami almost froze when she heard the familiar command coming out of Shun's mouth but she concentrated on her Soul Gem along with the other girls as ribbons of colored light wrapped around them before forming into their Puella Magi attire.

"NO ONE WAS SUPPOSED TO WIN BUT ME! I'M THE ONLY ONE SUPPOSED TO WIN! THIS IS MY SHOW! MINE!" Hikaru screeched like an enraged beast as she swung her hammer for a cruShung blow only for Rayonix to block the attack with his bare hands.

"So, the cheerful girl actually has a nasty temper," observed Rayonix before he kicked her backwards.

A figure in the shadows watched and went, "Tsk, tsk." It said, "You play too much with your enemies. I'm afraid it's time for you to be punished." Dark energy covered the figure's right hand.

Hikaru was about to go on the attack again when all of a sudden she froze as she felt a painful burning sensation in her chest. She realized what it was, "N-no! Please, Mephisto-sama! PLEASE! NOT THAT! ANYTHING BUT THAT!"

"Huh?" Rayonix blinked in confusion before squawking in shock Hikaru's body went through a horrifying transformation as her body bloated up like a balloon and her arms stretched like as her hands expanded and the fingers became clawed. Her skin became pasty white as her legs shrunk and her feet expanded into big clown shows with clawed toes.

"P-please, Mephisto-sama, don't turn me back…I don't want to…be…a Wit-" She was silenced, finally, as her face morphed into a horrifying clown face with red lips filled with sharp teeth, fuzzy rainbow-colored hair and a big red clown nose. Hikaru had transformed into the Clown Witch.

"What the hell is that!-?" Rayonix shouted in shock.

"That's a Witch," Kyouko stated as she and the other girls flocked around Rayonix.

The Clown Witch now towered over them and grinned before spitting balls at them. "Scatter!" ordered Rayonix and he and the Puella Magi evaded the balls which exploded.

Mami produced her rifles and began firing on the Clown Witch but the bullets bounced off her body. The Clown Witch brought up one of her arms up to flatten her. However, Sayaka jumped up and slashed her in the face, causing her to howl out in pain. Mami targeted her face as well, hitting her with shot after shot from her rifles.

Getting down on one knee, Homura shouldered a grenade launcher and fired at the Clown Witch. "Fire in the hole!" she called and there was an explosion that knocked the Clown Witch backwards. She growled and fired at Homura who was pushed out of the way by Madoka. Conjuring her bow, Madoka notched a magic arrow and released. The single arrow turned into a flurry of them which pierced the Clown Witch's body painfully.

"Take this!" shouted Kyouko as she slashed with her spear, cutting the Clown Witch across the face before she was swatted out of the air. Rayonix caught her and put her down before he charged at the Clown Witch. She fired balls at him and he dodged before jumping up and hitting her between the eyes with an energized punch that sent her skidding across her own set.

"Raymon, have you pinpointed a weakness?" Rayonix asked.

"_I have_," responded Raymon. "_It's the nose_."

"That big red thing on her face?"

"_Yes_," Raymon confirmed. "_But first she must be restrained._"

Mami and Kyouko looked to each other and nodded before they used their magic on Hikaru. Mami shot at the floor as Sayaka pierced it with her spear. Chains and ribbons burst out from under Hikaru, restraining her. Hikaru tried to struggle free.

"Sayaka, chop off the nose!" Rayonix pointed.

Grinning, Sayaka leapt and then with a swing sliced off the Clown Witch's big red nose. As soon as she did, confetti started to blow out of the Clown Witch's face where the nose used to occupy as her body began to deflate. Rayonix and the Puella Magi team watched as the Clown Witch began to shrink like a balloon that was losing air as confetti rained down on them.

The Clown Witch shrank into oblivion and with a pop disappeared. Her Grief Seed also popped out of existence. With her defeat, the Puella Magi were returned to the real world. "An amusement park?" questioned Sayaka as she looked at their surroundings.

"An _abandoned_ amusement park," clarified Homura.

Kyouko punched Rayonix on the arm. "You were cutting it a little close there," she said to him. "Thanks, though."

Mami averted her eyes from Rayonix, holding her elbows as a way to keep it together.

"You girls really should be more careful, though," Rayonix advised. "So, how did she capture you?"

"I don't know…" murmured Madoka as she went into a thinking pose, crossing her arms and tilting her head to the side as she concentrated. The last thing she remembered was getting ready to head back home from school.

"Well, she must've knocked us out at the end of school before dragging us into her Barrier," suggested Homura. She hated being caught by surprised. She should've been better prepared.

"Let's just get out of here," said Kyouko as her stomach growled. "I'm hungry."

* * *

><p>Mephisto's host walked out of the shadows and watched them leave the amusement park. Her eyes were narrowed as she swore, "Next time, you brats." She then turned around to face several figures that stood in the shadows with her. "Let this be a lesson to you all. You are allowed to play around with your enemies, but when you do something as stupid as allow yourself to be manipulated by them I'm afraid I must punish you. So, don't do anything stupid like her. Is that understood?"<p>

"Yes, Mephisto-sama."

'_Turning Witches back into Puella Magi_,' said Kyuubey and Mephisto's host regarded the Incubator with a neutral gaze. _'I never thought it was possible. Then again, I never thought the Rayblood would come to a planet like Earth_.'

"Many things are unexpected," said Yamiko Ishida as she shouldered her scythe. As Mephisto's host, her body, mind and soul now belonged to the evil Rayblood. "Like Faust being defeated and a Rayblood able to turn darkness into light."

'_Indeed, and Rei Hikari was indeed powerful. He managed to resist the savage and bloodthirsty nature of his Rayblood body. And now someone else has inherited that resistance, not to mention his light and hope._'

"Hope is a fragile thing, Incubator. It's like glass and like glass it can be shattered. Just like a Soul Gem."

'_It will be interesting to see how this new Rayonix will be able to handle another round against you_.'

"Yes, interesting," agreed Yamiko, "Interesting indeed."

* * *

><p>As Shun sat in his apartment after seeing the girls home, he felt his head throbbing. His chest was also beginning to hurt. His hand also trembled and as he stared at it his vision became blurry and he started seeing double. "Crap," he cursed. "And I thought I had more time."<p>

* * *

><p><strong>KAMEN RIDER CHROME: OK, I was inspired by the latest episode of Gokaiger when I wrote this chapter. Also, Hikaru's Witch form was based on Asmodai from Garo. Anyway, now we have a name for Mephisto's host. Will she confront the Puella Magi again and just how many Witches has she restored back into Puella Magi? We shall see soon enough. Hope you guys are prepared. Also, what is wrong with Shun?<strong>


	12. EP11:Ressurection of Rayonix

**Episode 11: Resurrection of Rayonix**

Days passed since the battle with the harlequin-like Dark Puella Magi Hikari and since then the five Puella Magi had to fight a different Dark Puella Magi each day. Being former Witches, these Dark Puella Magi were much stronger than average ones as they possessed both their abilities as Puella Magi and Witches. They were able to generate Barriers to give them a home field advantage, could spawn Familiars to assist them in battle, and also assume their Witch forms. Of course, the last one seemed like someone had forced it upon them. They hadn't seemed like they had willingly transformed into Witches again. Taking down one Dark Puella Magi was a team effort but fortunately they had the second Rayonix, Shun Hirokawa, on their side. Of course, his presence was not welcomed by everyone.

Mami and Shun had a bit of a truce. She wouldn't take the Ray Buckler from him but she had yet to accept him as Rei's successors. The others treated him differently. As usual, Madoka was friendly and Sayaka was too. Homura, however, was suspicious of him and tolerated his presence as an asset but not as an ally. Kyouko liked Shun. She always came over to the ramen shop so she could see him. He would even buy her meals, the last time they even shared a bucket of KFC.

It was now December 23rd and almost Christmas. While the others were in a festive mood, Mami wasn't. She simply gazed at pictures of Rei and cried. If she could wish for something she would wish for Rei to come back. She looked up at the stars at night and spotted one shining the brightest. She prayed and requested, "Please, if there is anyone out there who can grant me this wish, please bring Rei-san back to me." She knew it was wishful thinking and if anyone were to grant her a wish there would be a cost. She had been a fool to accept Kyuubey's deal but at the time she'd been scared and desperate as she had not wanted to die. Her parents were gone and she'd been alone until she met Madoka and Sayaka, and then of course became friends with Kyouko and Homura. Rei had been someone she loved dearly.

As Mami went to bed, the star flashed before blinking out of sight.

* * *

><p><strong>December 24th, Christmas Eve<strong>

Shun vomited blood into the sink of his apartment's bathroom. "Ugh…" he groaned as he wiped the blood dripping from his lips off. "Not again…" he groaned. He'd been feeling ill for the past few days. First it started with headaches, double vision and chest pains. Now he could add nausea to the list.

"_Shun, I think you need to go to the hospital,"_ suggested Raymon.

"Raymon, even if I did go they wouldn't have any idea how to help me. I'm almost out of time."

"_I'm sorry I couldn't help you. If only I knew of your condition then I wouldn't have chosen you."_

"Hey, I accepted even though I knew I didn't have much time left. Besides, you gave me a purpose before my death and I thank you."

"_Shun…"_ responded Raymon. He changed the subject to a more positive one as his partner wouldn't want to continue with the current one, _"Oh, it's Christmas Eve. Didn't Madoka invite you over for a Christmas party?"_

"Yeah, she did," Shun confirmed. "She said that Kyouko would be there too. I got a present picked out for her."

"_You really seem fond of her."_

"What can I say? I'm the moth and she's like an irresistible flame."

"_But that analogy would mean you were drawn to her but she seems to always be drawn to you. Well, mostly to food, but she always comes to you too."_

"Well, they say the best way to a man's heart is through his stomach," shrugged Shun.

"_Who says that?_" questioned Raymon.

"I read it in a book. Anyway, if the best way to a man's heart is through his stomach then the same could be said about Kyouko."

"_Considering her love for food I'd have to agree with you."_

"So, any progress on those missing memories of yours?"

"_No, but I think you need to be concerned on the frequent attack on the girls by Dark Puella Magi_."

"Those Dark Puella Magi are just small fry. I think we need to focus more on the head: Mephisto. He hasn't shown himself since he beat the crap out of me."

"_Indeed, he was in a whole different league. But you need not worry. You've already mastered Burst Mode. The next time you clash I think the odds will be in your favor_."

"I sure hope you're right, Raymon."

"_So, Madoka-san invited you over to a Christmas party_," began Raymon again, "_Wouldn't that mean Mami-san would be there too?_"

"I guess," Shun shrugged. Mami lived only with Kyouko so Madoka, in all her kindness, would invite them to her house for Christmas Eve.

"_Are you sure this will be alright? Even after all this time Mami-san still doesn't like you_," Raymon stated.

"I know, but I still want to at least be on good terms with her. She tolerates me, at least. I just wished we could be friends," Shun replied calmly as he stuffed the Ray Buckler into his pocket before leaving for the party.

* * *

><p>Meanwhile, Yamiko was sitting on the edge of a building's rooftop, looking down at all the people below from her perch. Her eyes were focused on the shining Christmas tree. "Christmas Eve," she started. "Supposedly, a time for cheer and good will amongst these humans as they wait for the arrival of this obese figure named Santa Claus to come and deliver presents." She chuckled while shaking her head, "Oh, I swear that these humans are complete oddballs for thinking up such things as this." The Rayblood wouldn't bother with such pathetically frivolous activities. A Dark Puella Magi dressed up like an archer appeared behind Yamiko and she said, "Yes, what is it?"<p>

"Mephisto-sama," the archer Puella Magi got down on one knee and bowed her head as she reported, "Preparations are complete for your end game plan. What are your orders?"

Yamiko slowly turned her head to gaze at the girl sinisterly, "Excellent, now I want you to wait for my signal before you try anything." In a burst of darkness, Yamiko was replaced by Mephisto who rubbed his strong jaw.

"Hai, Mephisto-sama," the Puella Magi nodded before vanishing in a flash.

* * *

><p>Sayaka couldn't make it to Madoka's Christmas party. She was spending it with her boyfriend, Kyousuke, and their families. Hitomi was spending Christmas Eve with her family as well. Meanwhile, as Madoka was sitting on the floor, looking up at the Christmas tree with her little brother in her lap, she recited an old Christmas poem:<p>

"_T'was the night before Christmas,_

_And all through the house,_

_Not a creature was stirring,_

"_Not even a-"_

Madoka stopped the poem in midsentence as she heard the soft rapping of someone at the door. Putting Tatsuya down on the floor and ruffling his hair gently, Madoka got up to open the door. Smiling, she was greeted with the sight of Shun Hirokawa. "Oh, Merry Christmas, Shun-san. I almost didn't think you were going to make it."

"I wouldn't miss it, Madoka-san," Shun said as he switched his shoes with the indoor slippers. Madoka led him into the living room. He saw both Kyouko and Homura talking while drinking juice. Mami, meanwhile, was sitting close to the window and looking out at the snow that was slowly drifting to the ground, covering it in a white blanker.

"Hey, Shun. Glad you made it," said Kyouko as she spotted the boy who was coming in with Madoka. Mami, hearing his name, turned to glance at him before giving him a nod. She then turned her attention back to the snow. Shun sighed, but at least she wasn't trying to shoot him.

"Mama, Papa, this is Shun Hirokawa," Madoka introduced Shun to her parents.

"Thank you for having me, Mister and Mrs. Kaname," bowed Shun politely, "And Merry Christmas."

"Oh, a boy," Mrs. Kaname smirked. "Madoka, is she your boyfriend?" Homura, hearing this, glared at Shun.

"Oh, no, Mama," Madoka denied, chuckling, "He's just a friend."

"Oh…" Mrs. Kaname frowned. "You know, Madoka, now's the time you should start looking for a boyfriend."

Homura's teeth ground back and forth.

"I'm much too young for that, Mama," giggled Madoka, blushing.

Shun joined the party and was introduced to Madoka's little brother. The toddler smiled and waved at him and Shun commented, "Cute kid."

"Yes, he is," smiled Madoka.

* * *

><p>Mephisto's eyes were on the big clock on the city's clock tower. "Only a couple more hours before I…" His claws unfolded and he swung them in the air, "Strike!"<p>

He already had the Dark Puella Magi posted at their positions and they were getting ready to receive his signal. He had not been idle these past few days. He had observed the Puella Magi in this city and the Rayblood who assisted them. He could see how close Rayonix was to the redhead and noticed the tension between him and the blonde. He also saw how well they fought together, but that was when only fighting his chosen Dark Puella Magi when they came one at a time.

How would they fair against an army of them?

Mephisto's fingers flexed. He was getting too eager that he couldn't wait but he had to wait until midnight. He wanted to execute this plan by Christmas, December 25th.

He was going to carve this into the history books with his claws.

* * *

><p>"Merry Christmas, Kyouko," said Shun as he gave Kyouko a small box.<p>

"Oh, you shouldn't have," smiled Kyouko as she took it and then pulled out a cross hanging from a chain. "Woah…"

"It seemed like it would look nice on you," he said, "And you do have some religious symbols on your outfit, so I just thought it'd be appropriate."

"Thanks," said Kyouko as she put the chain around her neck and clasped it on.

Madoka and Homura observed their interaction.

"They seem close," stated Homura.

"I'm glad we're all getting along," said Madoka.

"Not all of us," Homura countered and Madoka knew who she was referring too. Mami had a drink in hand but was still staring out the window.

"She still misses him," Madoka said and Homura nodded. "She wanted him to be here."

"Unfortunately, that won't be possible," Homura sighed.

"Still, I'm glad that we knew him and still remember him," stated Madoka.

"He did the impossible and created a miracle for us," said Homura as she stared at her ring. Madoka took her hand in hers. "Madoka?" Madoka leaned in and kissed her cheek, causing the normally stoic Homura to blush. "Ma-Ma-Madoka!-?"

"Mistletoe," Madoka whispered, pointing up at the ceiling. She giggled as Homura blushed. "You look so cute, Homura-chan." She hugged her. "Merry Christmas, Homura-chan."

"Yes…Merry Christmas…" Homura responded, returning the hug.

* * *

><p>Mephisto's teeth were gritted. He just needed to wait a little more, but he was going crazy with all this waiting! "Why won't that damn clock go any faster!-?"<p>

'_Merry Christmas, Mephisto_,' Kyuubey greeted as he appeared next to the Rayblood.

"Ah, Incubator," Mephisto noticed, "Come to watch the show?"

'_Hm, maybe_…' responded Kyuubey, '_I admit it may be interesting._'

"It will be," replied Mephisto.

'_Well, all I want to know is how much energy this will produce_,' Kyuubey inquired.

"Plenty, enough to destroy a planet."

* * *

><p>"Mami-san, Merry Christmas," said Shun.<p>

"Oh, Merry Christmas," responded Mami neutrally.

"Look, Mami-san, I know we didn't get off on the right foot, not with me using…this," said Shun as he took out the Ray Buckler.

"It would make a nice Christmas present if you gave it to me," suggested Mami. "But you're not going to, are you?"

"You know I can't," replied Shun. "I'm really sorry for your loss, Mami-san. I may not have known Rei but from what I learnt he was a really special guy. I know I can't take his place but I will do what he did and fight to protect you all."

"Why do this for a bunch of people you don't even know?" Mami asked.

"We all need a purpose in our short lives. We're just living on borrowed time. It's just nice to be needed," he answered before coughed.

"Are you ill?" Mami asked, concerned.

"Oh, just got a sore throat," he lied. His hand was trembling a bit but he kept himself steady. He looked to the clock, "Looks like it's almost midnight."

* * *

><p>Mephisto's smile grew with child-like glee, "It's almost time." He was like a kid just waiting to open his present.<p>

* * *

><p>Both Kyouko and Shun were blushing as they noticed that they were now standing under the mistletoe.<p>

"Come on, you two know the rules," Madoka teased.

"OK, but can you get that camera out of our faces?" requested Kyouko in embarrassment.

* * *

><p>"12 seconds," Mephisto whispered as he raised his hand, forming a black and purple orb of energy in his hand that was the size of a baseball and it was growing bigger.<p>

* * *

><p>Kyouko and Shun slowly began to lean forward to each other, their faces turning redder as they got closer. Madoka wiggled in her seat and Homura just smirked as she saw Kyouko getting all embarrassed.<p>

* * *

><p>"5…4…3…" Mephisto counted down as the orb grew to the size of his head now.<p>

* * *

><p>Both Shun and Kyouko's lips met in a kiss under the mistletoe.<p>

* * *

><p>"ZERO!" Mephisto exclaimed as the clock finally struck midnight. He threw his arm up, launching the orb into the air. It exploded like fireworks, covering the night sky with violet light. Innocent people unknowing of the danger would assume it was some show the city was putting on. However, the truth was that it was the signal the Dark Puella Magi was waiting for.<p>

"Merry Christmas," Mephisto grinned before shooting into the air and laughing. Someone red was going to be paying them a visit and it wasn't going to be jolly old St. Nick. "Hahahahahahahahaha!-!-!"

* * *

><p>Kyouko and Shun broke the kiss as her ring and his Ray Buckler began shining. Madoka, Homura and Mami's rings were also flashing.<p>

Meanwhile, at Sayaka's, her ring was glowing as well.

* * *

><p>After putting Madoka's family to sleep with magic, Shun and the Puella Magi transformed to face whatever it was that was coming. The Ray Buckler and Soul Gems led them to the middle of the city. The ground had a thick layer of snow on it and they both stood before something big. The streets were empty so there was no chance of innocent bystanders being caught in whatever was going to happen.<p>

They gawked as they saw an army of Dark Puella Magu marching their way, their faces set in a grim glare. If looks could kill, the eyes of these Dark Puella Magi could kill them a hundred times over.

"Oh…" Rayonix muttered to himself. They were completely outnumbered.

"…Fuck," Kyouko finished. Shouldering her spear, she said, "Well, if we're going down we might as well go down fighting."

"I prefer not dying anytime soon," countered Homura.

"You're no fun," Kyouko huffed.

"He's here," said Rayonix as he saw Mephisto slowly hovering down. He landed and the Dark Puella Magi army stopped behind him.

"Merry Christmas and welcome to the party," greeted Mephisto. The five Puella Magi looked at Mephisto. They were reminded of Faust from his appearance. "You five are said to be the most powerful Puella Magi in the city, so I was thinking we play a little game."

"What kind of game?" questioned Homura.

"A Survival Game," Mephisto answered. He snapped his fingers, "And it starts now!" The Dark Puella Magi behind him then charged forward, brandishing their weapons and sending magic flying at Rayonix and his group.

* * *

><p>Mephisto and Rayonix both shot across the sky and exchanged blows that made sounds like explosions. They were striking at each other with all they had. The Rayonix Blades and Mephisto Claws clashed causing sparks to fly as both Rayblood battled in the air. Down on the ground, the five-girl Puella Magi team was facing an army of Dark Puella Magi. Taking down Witches was one thing but these Dark Puella Magi were more focused with full intent on killing them.<p>

The Dark Puella Magi lunged at them and Homura shouted, "Scramble!" They needed to split up so they could take down this army. Conjuring a Gatling gun, she mowed down the Dark Puella Magi in her line of sight. When these Dark Puella Magi died their bodies faded, leaving behind Grief Seeds which then shattered upon their owner's destruction. An exe cut Homura's gun in half and she was forced to release it before she conjured an AK-47 and fired at the enemy.

"Fire in the hole!" called Homura as she conjured a bazooka before firing. The explosion took out the Dark Puella Magi coming at her.

Madoka was hesitant as she notched her arrow but she reminded herself that these were former Witches. The knowledge that Witches were Puella Magi who'd given into darkness and grief had been upsetting but Madoka knew she had to fight the. These Dark Puella Magi fully intended to kill them. Releasing the string, a flurry of arrows flew, piercing the enemy Puella Magi before they exploded. Grief Seeds flew through the air before they shattered. "I'm sorry," Madoka apologized.

Mami was shooting with her guns and also using them as battle staffs as she bashed them against the Dark Puella Magi. Her ribbons shot out of the ground, restraining them as she shot them all in the hearts, killing them. She should feel guilty but she hardened her heart. She did not want to die. She did not want to leave anyone behind. She would live for Rei!

Sayaka and Kyouko were forced back to back and the redhead noticed the anger in the blunette's face. "Ah, so they interrupted your time with your loverbot?"

"Yeah," grumbled Sayaka as she gripped her swords. She produced several more which floated around her and Kyouko before launching them point first towards the enemy. The Dark Puella Magi were pierced but survivors ran over their fallen comrades to engage the two girls head on. Kyouko stabbed her spear into the ground and chains shot out from the snow, catching the Dark Puella Magi off guard.

"For having so many numbers, they're going down like flies after hitting a bug zapper," observed Kyouko. "Kind of a drag, really. I expected this to be a little harder." Kyouko barely had any time to bring up her spear and block what looked like a drill coming at her. She pushed it to the side and hit the assailant with the other end of her spear.

"I prefer it if they just stopped!" shouted Sayaka as she ran through the horde and began cutting them down. "Damn it, just how many are there!-?"

Kyouko didn't respond, focused on the battle, but she was still thinking along the same lines. Also, Shun was facing Mephisto all on his own. He was going to need their help but these Dark Puella Magi were in their way.

* * *

><p>"BURST MODE!" Rayonix roared as he assumed Burst Mode and smashed his fist across Mephisto's face. The evil Rayblood was knocking into a building but he flew out of the hole and slammed his head into Rayonix's gut, sending him crashing into several buildings all lined up. He slammed his knee into Mephisto's skull, knocking him backwards and then slashed with the Rayonix Blades, cutting an 'X' into Mephisto's chest.<p>

"You know my host has some interesting toys," said Mephisto as he conjured a massive scythe. "Like this one!" He swung and a black crescent-shaped energy blade struck Rayonix, causing him to cry out. Swinging rapidly, Mephisto sent a flurry of those energy blades to cut Rayonix. Rayonix activated his shields, the crescent blades bouncing off before darting towards Mephisto. With a slash he cut the scythe blade off the rest of the shaft before spinning around to plant his heel into Mephisto's face to knock him to the ground. Mephisto got up and smirked before shooting energy balls at Rayonix who dodged as he shot towards Mephisto like a meteor.

"OWARI DA!" shouted Rayonix before he crashed into Mephisto with an energized punch.

* * *

><p>There was an explosion a distance away from the Puella Magi VS Dark Puella Magi battle. The smoke cleared away to reveal Mephisto standing over Shun victoriously. The attack had almost no affect on Mephisto and simply dented his armor. Shun had put so much power in the attack that the backlash had forced him back to human form. He was lying in the snow, injured, as Mephisto loomed over him. He shivering in cold and pain as those red eyes gazed down on him mockingly.<p>

"You're finished," mocked Mephisto. "Just lay there and die." There was no point in finishing the boy off so Mephisto turned away. "Now, it's time for those girls to die."

Shun forced himself up. "I won't die like this..." He began walking towards Mephisto. "Not like this..."

Mephisto sneered and turned to face Shun, "You just don't know how to lie down and die do you?"

"Not...like this..." said Shun as he stood before Mephisto.

"Eh?" blinked Mephisto. Shun grabbed ahold of Mephisto and began to light up. "What...what is this!"

"LIKE THIS!" roared Shun as he exploded with light. Mephisto screamed as the light burned his eyes and body.

Kyouko and the others had just finished with the remainder of the Dark Puella Magi when they saw the explosion of light. They recognized it. Rei had done it before. That could only mean one thing. Kyouko screamed as Shun performed the same suicide tactic Rei had done before, "SHUN!" They shielded their eyes from the bright light.

* * *

><p>Once the light died down, Shun was lying in a crater and Mephisto sneered, "Hmph, is that all?" He dusted himself off. His body was smoking from the attack but it did not harm him at all. "That tickled." His claws folded out and he knelt over Shun's prone body. "You put up quite a fight, boy, but now you die…" He raised up his claw only for a chain tipped with a spearhead to wrap around his wrist. "Huh?"<p>

"GET AWAY FROM HIM!" Kyouko roared. Mami's ribbons wrapped around Mephisto's other wrist, ankles and neck and then dragged him backwards and away from Shun.

"So, you wish to die, Puella Magi?" questioned Mephisto as he broke his bonds. "VERY WELL! You will see that compared to my Dark Puella Magi that I am out of your league!"

* * *

><p>"Looks like this is it for me," groaned Shun weakly as he lay in the crater. "Just like everyone else I'm going to die young." Shun didn't suffer from some kind of illness which left him with a short lifespan. He naturally had a short lifespan to begin with. The truth was that he was a genetically engineered human, one of many, and because of that he and the rest were stronger, faster and smarter than naturally born humans. However, there was a flaw in their genetic and one by one they began to die. Shun was the last one and he was determined to break free. He no longer wished to be confined within the walls of the facility he'd been born in. He managed to fake his own death and escape.<p>

For the first time in his life he saw the blue sky. Of course, the outside world was still harsh but Shun was anything but naïve. He knew that he needed money so using his computer hacking skills he managed to create an account and transfer funds from other accounts. He only took as much as he needed. With the money he brought himself food, a wardrobe and got himself a place to stay. He knew the money wouldn't last so he went to find a job. All his personal information was easily forged. He was born with only a number for a name and so he made a new name, choosing the name of one of the old scientists who'd died. He had chosen the name Shun Hirokawa. The man whose name he'd taken had been the closest thing he had to a father.

But now, Shun's life was about to end and he didn't regret it. He had found his purpose and fought until the very end as Rayonix. His only regret was not being able to see those girls again. He was going to miss them. They had grown on him, Kyouko especially. She always came to the ramen shop where he worked.

Now Kyouko and the others were fighting against Mephisto. He could hear the battle occurring nearby. He heard gunshots, blades slicing through the air, arrows being sent flying, and explosions. He also heard Kyouko swearing like she usually did, enraged by what Mephisto had done and made him do.

The Ray Buckler in his hand then sparked and the screen opened up. A beam of light shot out of the screen and into the sky, piercing the clouds. Everyone looked up and saw the beam of light and saw something descend from the sky. It was a ball of light and it was so bright that everyone, even Mephisto, had to shield their eyes. The ball of light came down and landed before Shun and he could feel its warmth. The ball of light then shone upon Shun and he closed his eyes. "What is this…?" he asked.

"_Sorry, but I can't let you die just yet_," a gentle voice said from within the ball of light as Shun's body began to shine.

"What is this light?" Mami asked herself, and why did it feel so familiar?

Shun could feel his body healing and he slowly levitated upright off the ground. The Ray Buckler also shone and he felt another hand grasp it. "_Let's show them what Rayonix can do_," the voice from the light said.

Shun nodded and raised the Ray Buckler up and called together with the light, "RAYONIX RELOAD!"

There was an explosion of blinding light and Mephisto hissed before he was sent flying by twin impacts against his skull. He went tumbling across the ground before he skidded across the surface and stopped when he hit the foot of the mountain. The intense light began to die and the Puella Magi uncovered their eyes only to gawk at what they were seeing. Rayonix was completely healed but that was not what shocked them. What shocked them was that there were two of them!

The two Rayonixes were identical, except that only one of them wore the Ray Buckler on his belt as a buckle. The other Rayonix had a circular green stone mounted on the centre of his chest piece. Also, the new Rayonix wore a red bodysuit with blue gloves and boots instead of the original blue bodysuit with red gloves and boots. The horns and mouthplate were also red.

"Two of you!-?" Mephisto shouted in disbelief. "No! NO!" he denied. He stood up and crossed his arms together. Dark particles of energy swirled around him and entered his body. The two Rayonixes spread out their arms, collecting particles of light which swirled around them and entered their bodies. Mephisto spread his arms out as the two Rayonixes crossed their arms and then the evil Rayblood thrust both fists forward, firing an intense beam of dark energy at the two Rayonixes who then countered with their own energy beams as they put their arms in the L-position.

Darkness and light crashed against each other. Mephisto pumped more power into his dark beam as the two Rayonixes pushed on with their own attack, combining their energy beams into one. The Puella Magi watched as the two beams shoved at each other with all their might. Mami's Soul Gem began to shine brightly as did the others.

The two Rayonixes' bodies burst with light as their attack grew stronger. It wasn't a single color either. Pink, red, blue, violet and yellow mixed with the white light and then it swallowed up Mephisto's beam much to his shock. Their combined beam attack tore up the ground and slammed into Mephisto. He screamed out loud in outrage, disbelief and pain as he was swallowed up by the light.

* * *

><p>A deep and long trench was a result of that attack and the two Rayonixes looked at each other. Shun reverted back to human form. "So, you're my successor," the red Rayonix with the stone in his chest said.<p>

"Wait, does that mean you're…?" began Shun, surprised by the red Rayonix's words.

"The girls are coming here," said the red Rayonix and they arrived. They looked at Shun and then at the red Rayonix who did not have the Ray Buckler on his belt.

"OK, I'm confused here," said Kyouko frowning. "There are two of you now?"

"I guess so," said Shun, confused as well.

"Who are you?" Sayaka asked the red Rayonix.

The red Rayonix replied, "Sayaka, don't you recognize me?"

"Huh?" Sayaka blinked then her eyes widened at the voice. "No…way…"

His body glowed and then standing in his place was a familiar face in a red jacket, blue jeans, brown hair and green eyes. Mami gasped and then her eyes spilled tears. "Rei…san," she uttered.

"Yo," he saluted. "I'm back." Mami jumped at him and they both toppled over with the blonde girl crying loudly that he was back. Smiling softly, Rei gently rubbed her back to soothe her and to confirm that this was real.

"Rei-san, why do you have a Soul Gem?" asked Madoka in confusion, shocked by his return but happy that he was back. Of course, the Soul Gem in his hand was not something he was supposed to have. Only Puella Magi were supposed to have those.

"Funny story, really," he said. "Girls, I think it's time you knew the truth." Rei snapped his fingers and began to change before their eyes. His hair grew longer, he lost some height and his figure became curvier. Mami's eyes widened as Rei turned into a girl right before her eyes. "Hi, I'm Reika Akari. Nice to meet you."

* * *

><p>If anyone had been paying attention, they would've noticed the dark aura surrounding the star at the top of the city's big Christmas tree. Kyuubey was watching and then he watched as a pillar of the dark energy shot into the sky and into outer space. Tilting his head to the side, Kyuubey spoke, '<em>Hm, looks like something bigger than Walpurgis Night is coming. I wonder what it will be.<em>'

* * *

><p><strong>KAMEN RIDER CHROME: An old friend has returned, it seems and it looks like Reika has her old body back. Of course, she also has a Soul Gem in her possession. I wonder why. Hm, this would be interesting. Of course there must be a reason why the previous Rayonix would return. Also, where did all that dark energy go? Was Mephisto truly the mastermind or is he a servant of something bigger. Kyuubey seems to know but as usual he isn't telling. Well, stay tune for more in the next exciting chapter of Rayonix: the Puella Magi Guardian.<strong>


	13. EP12:Reunions & Preparations

**Episode 12: Reunions & Preparations**

"Rei-san, why do you have a Soul Gem?" asked Madoka in confusion, shocked by his return but happy that he was back. Of course, the Soul Gem in his hand was not something he was supposed to have. Only Puella Magi were supposed to have those.

"Funny story, really," he said. "Girls, I think it's time you knew the truth." Rei snapped his fingers and began to change before their eyes. His hair grew longer, he lost some height and his figure became curvier. Mami's eyes widened as Rei turned into a girl right before her eyes. "Hi, I'm Reika Akari. Nice to meet you."

Mami stammered, "You're…you're…a girl…" Her eyes rolled up to the back of her held and she fell backwards.

"Mami-san!" Reika cried as she rushed forward and caught Mami before she could hit the ground. "Mami-san? Mami-san?" she called. She cursed, "Crap!" She should've known Mami would react like this. The blonde tried to be strong but a shock like that would definitely cause her to faint.

"Wait…so you're…a girl?" Kyouko questioned as Reika carried Mami bridal style.

"Maybe we should go somewhere else to talk?" suggested Reika. She then eyed Shun, "I also want to talk with my successor here."

"Oh, right," Shun realized what Reika meant.

"Let's go to my place," said Homura. It sounded more like a command than a suggestion.

* * *

><p>Mami was laid down in a bed and everyone was seated in Homura's 'research room'. Shun looked at the white space with the holograms floating in the air. This was his first time here. "Woah…" Shun uttered.<p>

"Tell me about it," agreed Reika. "Homura here did the décor, with magic. She needed the extra space for her research." She then realized that all their eyes were on her.

"So, you're a girl," said Sayaka.

"Yes, I am girl, Sayaka. Would you please stop poking my chest?" replied Reika, annoyed. Blushing, Sayaka backed away and withdrew her hand. "Seriously, personal space if you don't mind?"

"So, why do you have a Soul Gem?" Madoka asked, repeating her earlier question.

"Madoka, the big question here should be why Rei's a girl," Kyouko stated and looked at Reika. The brunette's hair was tied at the base of her skull in a ponytail.

"It's a long story," said Reika. "Let's just say it began in a different time and place. Homura should know about that."

* * *

><p>"And that is how I ended up saving Mami-san's life and the rest is history," Reika finished. Except for Mami who'd yet to regain consciousness, everyone's eyes went wide at Reika's story.<p>

"So, to save us you gave up your existence and became a boy?" Sayaka questioned.

"Pretty much, even gave up my family and real name," answered Reika.

"She's Rei alright," Kyouko snickered, "Who else could be selfless enough to make a sacrifice like that?"

"But did you have to change genders?" Madoka asked.

"I dunno, really, but I wasn't complaining," Reika answered. "There are some perks with being a guy. It took awhile for me to get used to the body but I think I handled it well."

"It kinda explains how Rei was girlier than me," added Kyouko, amused.

"Look, I don't like scary movies and frogs creep me out. There's nothing to be ashamed of about that," Reika said defensively.

"You screamed like a girl even when you were a boy," reminded Kyouko.

"Alright, that's it. I am no longer cooking for you," Reika threatened, frowning as she crossed her arms.

Homura just gazed at Reika. She had made a similar wish but Reika had sacrificed a lot more so she would succeed. The black-haired girl had to admire her for that.

"So, how come you're back? And why do you have a Soul Gem?" Madoka asked.

"Well, I kinda made another contract with the guy who let me become Rayonix," answered Reika.

"But I thought you said he could only make one contract per client," stated Sayaka.

"I know, but I found a loophole. You see 'Reika Akari' made a contract but 'Rei Hikari' hadn't. I just made a contract under the name 'Rei Hikari' so I could get my body back and a Soul Gem to boot. I also get to switch genders at will." To demonstrate, Reika turned into Rei before their eyes. "See?" the boy asked.

Everyone could only gape at the transformation.

"Hi, I'm Rei Hikari. Nice to meet you," Rei introduced himself to Shun.

"Shun Hirokawa," replied Shun, still a little stunned.

"Rei, you didn't just come back to see us, did you?" theorized Homura, "You came back for a more important reason."

"Yes," Rei admitted. He began his explanation, "Faust and Mephisto aren't the true enemy. They were only the tip of the iceberg."

"WHAT!-?" everyone shouted. Two of their most powerful foes weren't the true enemy?

"Faust and Mephisto are just servants. You see they came to Earth to harvest negative energy," Rei continued, "We destroyed them but it's already too late. Their master is coming and he will arrive by at midnight on the 1st of January."

"How powerful is their master?" Madoka asked fearfully.

"He'll make Walpurgis Night, Faust and Mephisto combined look like a kid's birthday party by comparison," Rei answered grimly.

"And what's their master's name?" Sayaka asked.

"Belial."

"_Belial!-?_" Raymon shouted in shock.

"What is it, Raymon?" Shun asked the panicking spirit within the Ray Buckler.

"_But how can it be Belial!-? It's not possible!_" shouted Raymon,

"Settle down and tell us clearly!" ordered Sayaka.

"_I'm sorry, it's just that Belial was said to be the first Rayblood and we were all descended from him_," said Raymon. "_He's also our god and we worshipped him as the All Father of our race. I just can't believe he's coming to Earth!_"

"Believe it and he was the one who sent Mephisto and Faust to Earth," Rei answered. "Belial is coming in a week and when he arrives the Earth will be destroyed. The only hope for Earth's survival is for us to work together and take him down." He looked to them all seriously, "I'll understand if you're all scared. This is huge. If it were up to me you shouldn't be fighting. I'm OK with fighting him alone."

"And so am I," Shun spoke up.

Sayaka looked at Rei and Shun like they were crazy, "You two? Alone? No way, we're helping you!"

"Yeah, what she said," agreed Kyouko. "I ain't gonna let some alien god take out my planet!"

"I'm fighting too," said Madoka resolutely.

"As will I," said Homura, "We have fought many battles before and won. We will protect this world and go down fighting."

"Actually, I preferred it if we all survived," said Rei.

* * *

><p>On the apartment building's rooftop, Shun was looking up at the sky. A new enemy was coming from outer space. Would they be ready for it? Would he be ready for it? He stared at his hand. It no longer trembled. In fact the familiar pains he'd felt were gone now. Right after he and ReiReika had finished off Mephisto, Shun felt healthier than he'd ever felt before. What was going on? He thought he was going to die but now he was alive and well. Why? How?

He heard footsteps and turned to see Reika walking towards him. Reika spoke, "It looks like Raymon had me replaced already. That makes you my replacement, isn't that right?"

Shun shrugged in response, "I guess so." He added, "You know, I never expected I'd meet you and you're not exactly how I expected."

"You mean alive and a girl?" Reika remarked. "News of my death have been greatly exaggerated." Reika asked, "So, how exactly did you get roped into all this?"

Shun answered, "I was looking for a job when the buckle just kind of fell from the sky and bonked me on the head. I wanted something to do with my life and Raymon gave it to me."

Reika asked, quirking an eyebrow, "And you accepted just like that?" He called, "Hey, Raymon!"

The Ray Buckler clipped to Shun's belt split open and Raymon responded, "_Hello, Rei. It's been a long time._"

Shun, bewildered, questioned, "Huh, you remember now?"

Raymon explained, "_I_ _believe that when you both transformed together I was able to regain my memories._"

Reika questioned her former partner, "So, Raymon, why pick this guy out of so many?"

"_He had the same wavelength as you so he was the only other person who could synchronize with me._"

"Guess it was fate."

Shun had his own questions and asked, "Raymon, how am I still alive? My last attack on Mephisto should have killed me."

Raymon answered, "_In order to save your life I introduced the DNA of a Rayblood into your body; my DNA. Congratulations, you are now a Rayblood-human hybrid. Because of that your body is now stable_."

"So...I'm not gonna slowly degenerate into a pile of goop?"

Reika blinked, "Say what?"

Raymon explained, "_Shun suffered from genetic degeneration. You see he was a genetically engineered human with a limited lifespan. That is why he was showing signs of physical breakdown. I decided to fix that_."

Reika eyes widened and she whistled, "Wow, now that's one weird story."

Shun retorted, "And what about you? I heard you were a guy only to find out that you're really a girl."

Reika nodded, "Touché. So, now that you won't die early what do you plan on doing?"

Shun smiled, "What else? Live! I think I'll start by asking Kyouko out on a date..."

Reika exclaimed, "KYOUKO!-? No way! Why would you want to date that moocher!-?"

"Life's short and she's cute. What other reason do I need?" Shun replied.

Reika shook her head and chuckled, "You're one weird guy. Then again I guess Kyouko has her redeeming qualities. Just one thing."

"What?"

Reika morphed into Rei and extended his hand.

Rei requested, "Please fight alongside me as Rayonix."

Shun smiled as he shook Rei's hand, "I've gone this far. Why stop now?"

"And now I have to face my hardest challenge," said Rei, sighing.

"Which is…?" Shun prompted.

Rei gulped and said, "Trying to explain to Mami-san without her killing me."

"Good luck, Rei. When we first met she tried to shoot me," said Shun sympathetically.

"Thanks for that _lovely_ mental image."

"Hey, Rei!" Kyouko called. "Mami's awake now!"

Rei sighed. It was now or never. "Time to face the music," he murmured.

* * *

><p>Mami had regained consciousness but stayed in bed. The door opened and she looked up to see Rei walking into the room. She turned away, a scowl on her face.<p>

"Mami-san, I…" Rei began as he walked closer and sat on the bed with her.

"You lied to me," Mami accused.

"Huh?" Rei stared at her, confused. She looked at him angrily and then slapped him across the face.

**SMACK!**

"You lied to me," she repeated.

"I never lied," Rei denied.

"Yes, you did! All this time you lied to me! You were never 'Rei Hikari'! I don't even know you anymore!" she shouted.

"Mami-san, I didn't know how to tell you," he attempted to explain. "You're right, I hid the truth from you. I'm sorry. Guess I'm no better than Kyuubey."

Mami had to fight the tears that threatened to burst. She needed to know why he had to do something as stupid as give up his existence. "Why?" Mami asked, "Why did you give up your life like that?" She knew why but she needed to hear it from him.

"Because where I came from you all gave your lives to protect the city and everyone," he answered. "That's why I made a wish and went back in time, that's why I became Rei Hikari. That's why I became Rayonix. I just wanted to do what I should have done back then. I just wanted to save you all! That's why I sacrificed my life. I'm sorry I hurt you but I wanted you all to live happily without the fear of becoming Witches. Seeing you all now, I guess I succeeded."

"Rei-san…" Mami murmured, tears falling from her eyes before she suddenly embraced him. "You lied to me, but you came back to me."

"I had to," Rei answered. "Also, I think it's time you met the real me." Mami stepped back as Rei turned back into Reika. "Reika Akari. That's who I really am. But I'm also Rei Hikari. I'm both of them."

"This will be strange," said Mami as she smiled but then she stepped forward, caressed Reika's face, and leaned down to kiss her. She had to lean down because Reika was a little shorter than she was. Their lips met and Reika stiffened. Mami smiled and broke the kiss and stepped back to stare at Reika's shell-shocked look.

"Ma-ma-mami-san!-?" she exclaimed. Mami just kissed a girl! Sure, the girl was her but still…

"Girl or boy, I still love you, Rei-san," Mami smiled. "Oh, and I owe you this."

"What?"

**SLAP!**

"Ow!"

"Never, ever sacrifice yourself again or else I'm going to drag you back and use you for target practice," she warned.

"H-hai!" Reika stammered, nursing her other cheek. She now had two red palm prints on her face. Even if she was a girl, she doubted that she would ever understand women, or at least Mami-san. "But, Mami-san, something huge is coming. I want to ask if you'll fight by my side."

"What kind of question is that?" Mami retorted, hands to her hips. "Where else should I be than at your side?"

"I'm glad," said Reika, "I'm scared. I'm shaking from within. I don't know if we'll win." Mami caressed her face.

"We'll win, and we'll live, and we'll have a future," Mami said with absolute faith, "Together." Mami took Reika hand in hers.

* * *

><p>A black comet with a flaming red tail was heading towards Earth. This was not a comet at all. In fact it was alive and the creature inside was a being of absolute evil and darkness.<p>

Belial, the All Father and god of the Rayblood was coming to Earth and in a week he would arrive. His darkness would envelop the Earth, swallowing it whole, and leave nothing alive.

* * *

><p>Homura had accepted Madoka's invitation to stay the night at her house. At first, Homura tried to decline but then Madoka used the 'puppy-dog-eyes' on her. The stare she was received was so irresistible that Homura caved. She had tried to fight it but the pleading look she got from Madoka had weakened her defenses. Homura thought she would be sleeping on the floor but then Madoka wanted her to share the bed with her.<p>

Now, Homura was normally very stoic, showing little to no emotion, and always calm and collected. Right now she was none of that. She lay in bed, wide awake; her eyes wide open as she stared up at the ceiling with Madoka curled up next to her, fast asleep. She was so close that Homura could smell her and she smelled nice. Madoka draped an arm and a leg over Homura, invading Homura's personal space. However, the dark-haired girl couldn't find the strength to push Madoka aside and just froze.

Homura at first thought her dedication towards saving Madoka had been motivated by friendship. However, she soon realized that she was in love with the pink-haired girl. Madoka was the princess and Homura was her knight in shining armor, at least in her dreams. Sleeping with Madoka was a dream come true but it felt like a nightmare as she lay rigidly in Madoka's soft embrace as the pink-haired girl's hot breath touched her neck.

'_How the hell am I going to fall asleep like this?_' Homura asked herself.

Homura didn't sleep a wink that night.

* * *

><p>It was Christmas morning and the events of last night went unnoticed by the normal people in Mitakihara City. Only seven (eight if you counted Raymon) knew that the city was nearly destroyed last night and they had been the one to save it.<p>

Reika had slept at Mami's apartment. When morning came, Reika cooked breakfast. That was when the door opened and Kyouko came in with Shin as both smelled the delicious aroma of cooked food.

"Wow, that smells great," said Shun. "No wonder you wake up for it."

"And that's just the smell," smiled Kyouko. "Wait until you taste it."

"Were you both out all night?" Reika asked, frowning in disapproval. She shook her head and told them, "Wash up while I set the table." Shun and Kyouko went to the bathroom, Shun allowing her to use it first before him. Reika set the plates of food on the table and then went to wake Mami up. "Mami-san, wake up," Reika called as she shook Mami's shoulder. The blonde moaned and cracked an eye open to see Reika.

"Rei-san…Ohayo…" she murmured softly. She had missed this. He would stay over and make her breakfast. She stretched and yawned before rising out of bed.

"I've finished making breakfast. Wash up and brush your teeth," Reika said softly before leaving Mami's bedroom. The blonde sat on her bed and looked at the door Reika had exited. Mami had never stopped loving Rei. Even if Rei was really a girl named Reika, it made little difference to her feelings for him/her. Mami was very open-minded.

Mami got out and headed for the bathroom. She brushed her teeth, washed her face, and then went to join the others at the dining table for breakfast.

"Itadakimasu!"

* * *

><p>"What happened to you?" Madoka asked. Homura had dark rings under her eyes.<p>

"Oh…it's nothing…" Homura lied, yawning. She hadn't had any sleep. She couldn't sleep. She joined the Kaname family at breakfast and smiled at the morning greeting she got from Madoka's parents and little brother.

"So, what are your plans for today, girls?" asked Mrs. Kaname.

"Oh, we were going to meet with some friends later in the afternoon, Mama," answered Madoka.

"Well, have fun," said Mr. Kaname, "And try not to come home late."

"We won't Papa," said Madoka. Homura yawned.

"Wow, you look like you didn't sleep a wink," Mrs. Kaname observed. "Did Madoka's snoring keep you up all night?" she teased.

"Mama, I don't snore!" Madoka cried in embarrassment.

Homura wasn't going to admit that Madoka had been the one to keep her awake and not because of any snoring. Madoka had not made a sound as she slept, only breathing peacefully. That, along with her closeness, had been enough to keep Homura up all night.

* * *

><p>"Guess you guy went on a date last night," stated Reika as she looked at Kyouko and Shun.<p>

"Yeah, we did," Kyouko admitted, "We were out all night."

"It's strange that neither of you look tired," Mami observed.

"Oh, Shun let me crash at his place for a couple of hours before coming here," Kyouko said.

"We did need to take a break from painting the town red," Shun smiled. After realizing that he would not be dying anytime soon, he'd asked Kyouko out to spend a few hours with him at night. They had snuck into a nightclub and danced the night away, gotten into a fight with a few punks who tried to get fresh with Kyouko, and had a meal at a local 24 hour KFC restaurant. Shun had to admit that the amount of fried chicken and side dishes Kyouko could consume was staggering and even joked that she should be a competitive eater. With her appetite she might become a champion.

"And since you knew I was here you decided to show up just as I was cooking breakfast," concluded Reika.

"Guilty as charged," Kyouko admitted without shame.

"So, it's Christmas Day," Mami smiled.

"Damn, I didn't even bring a present!" Reika cursed. Mami kissed her cheek.

"Your return is the best present of all," said Mami.

"So, how are we gonna fight this Belial guy?" asked Kyouko.

Raymon, from the Ray Buckler on Shun's belt, spoke, "_According to ancient records, Belial was the progenitor of the Rayblood race. It was believed that he was the one that made our home planet habitable. With his great power he created our civilization. He is our god_."

Kyouko replied, "Yeah, you mentioned that. Now, does he have any weaknesses?"

"_None that I know of_," Raymon admitted regretfully. "_I'm sorry_."

"Hey, there's no reason to say sorry, Raymon," said Reika. "Until the day Belial comes, we just have to prepare ourselves."

"Are you talking about training?" Shun questioned.

"Training and strategizing. We've beaten Faust and Mephisto. Let's just review our past battles and formulate several strategies based on them that might work on Belial. If Belial is the ancestor of all Rayblood, that means he must use negative energy as a power source."

"We've only got less than a week to get ready so we can't waste time," said Kyouko firmly.

"Kyouko's right. It's time we bring in our A-game," stated Shun.

Reika produced her Soul Gem and stared at its emerald light. This was it. She had a feeling that this would be their toughest challenge of all.

* * *

><p>On December 25th, the Puella Magi and two Rayonixes along with one Rayblood came together at Homura's apartment. The others commented on Homura's exhausted appearance while she kept insisting that she was fine despite looking otherwise. Using her holographic displays, they began reviewing their past battles based on memories. Shun observed the battles before his arrival and Reika paid attention to the battles which had taken place after his sacrifice. The battles against Witches, pseudo-Witches and Dark Puella Magi were their main focus while the battles against Faust and Mephisto had been at the top of the list.<p>

On December 26th, the group began their training regiment, sparring and doing drills. Madoka who had destroyed Walpurgis Night with a single blow had to remember how she had done so. If that power had been enough to destroy a Super Witch, then it might be enough to deal some damage to Belial. Homura was restocking on weapons, building various explosives. They had worked on Witches and might even harm Belial. She couldn't be sure but she needed to be ready for anything. She had various military-grade weapons stored within a magical pocket dimension, just waiting to be used. Sayaka and Kyouko sparred with each other, the redhead and blunette's competitive streak showing as their weapons clashed, causing sparks to fly. Sayaka was motivated by her desire to protect everyone in the city. Kyouko, whose reasons for fighting were once selfish, was training so she could protect the new family she had formed with these people she had met. As for Mami, she was formulating a few new combos with her rifles. She finally discovered that she could fire several rifles at the same time by controlling them remotely with magic.

On December 27th, the girls had to spar against Rayonix-Shun and Rayonix-Rei. Since the opponent coming for them was a Rayblood of immense power, it seemed prudent that they prepare themselves by fighting against Rayblood themselves. Rayonix-Shun and Rayonix-Rei proved to be challenging sparring partners, with speed and strength superior to Puella Magi. While Reika was technically a Puella Magi herself, the form she assumed was that of Rayonix-Rei and not a traditional Puella Magi. Rayonix-Shun fighting style was based around energy blades he would have attached to his wrists. They were sharp and durable and shattered Sayaka's swords. Kyouko's spear thrusts were also dodged by Rayonix-Shun. Rayonix-Rei's fighting style was mostly close-quarters and barehanded but he would resort to using energy blasts as well.

On December 28th, the girls were spectators as the two Rayonixes sparred against each other. The blue Rayonix-Shun and the red Rayonix-Rei were blurring all over the place, their blows causing shockwaves that nearly blew the girls away. They avoided the use of energy-attacks, relying only on bare-handed fighting. Shun may have been naturally stronger due to being a genetically engineered human, but Rayonix-Rei was more experienced with using Raymon's powers and while Rayonix-Rei no longer drew power from Raymon, he was still a tough opponent.

On December 29th they had another meeting to formulate strategies to take down Belial. Everyone gave out suggestion and Homura used her holographic displays to show the outcome of their plans via simulation. Since Belial was supposed to be stronger than Walpurgis Night, Faust and Mephisto combined; Homura simply constructed a mismatched amalgam of the three for the simulations. None of their suggestions seemed to work and each ended with their deaths. That had been demoralizing until Reika and Shun both encouraged them to just try harder.

On December 30th, they continued training and also formulating strategies while putting them to the test via simulation. If those plans failed they tried new ones. It went on for hours to the point of exhaustion but they had to do this. The fate of the world was on their shoulders.

On December 31st, several hours before Belial's predicted arrival, the Puella Magi spent New Year's Eve together with the people they loved. By the stroke of midnight, Madoka and Sayaka used magic to put their families to sleep before leaving. Kyouko also used her mind control magic and sent all the civilians back to their homes and commanded them to stay there until the battle was over. They were going to meet up with the others and defeat Belial.

Within those seven days, Belial had been on a one way course towards Earth, destroying anything within its path. It never slowed down nor sped up, maintaining it speed to reach Earth on its appointed time.

* * *

><p><strong>KAMEN RIDER CHROME: A reunion, and also preparations for when the real enemy shows up. This is it. The fate of the world now hangs in the balance. Will they win? Will they survive? How can they hope to take down a being that makes all the past big bads look like tiny ants in comparison? Well, stay tune for the conclusion of Rayonix: Guardian of the Puella Magi! Coming soon to a PC near you!<strong>


	14. EP13:Hope & Light

**Episode 13: Hope & Light**

**January 1st**

The comet entered Earth's atmosphere and descended at high speeds. It flew through the clouds and began to generate heat upon reentry. Finally, the comet crashed into the street, the explosion causing an intense tremor that shook the city. A deep crater resulted from the comet's impact and in the bottom of the crater stood a dark figure with smoke rising and rolling off his frame. Belial was an awesome and terrifying sight to behold.

Belial, The Ultimate Darkness, a creature created from endless despair and fear. He was Mephisto and Faust's one true master and has been absorbing the negative energy that has been collected by Mephisto, Faust and even Rayonix which they 'sweat' off while using their powers. He was the ancestor of the Rayblood race, their All Father and their god. Belial desired nothing but the end of all things in creation and to snuff out the light so that darkness would rule unopposed. Physically, he resembled a dark armored humanoid being with a blood red, pulsing, Y-shaped stone set in his chest that glowed along with the red veins that covered his body. The Y-shaped stone was his heart which circulates that radiated darkness energy within his body. His helmet had three short but sharp fins on top.

His glowing, red compound eyes were focused upon his surroundings. It was fortunate that he had landed in a non-residential of the city. Maybe it was just their good fortune but the surrounding buildings would suffer from collateral damage. At least no innocent lives would be lost tonight due to a violent and coldhearted alien invaded.

Throwing his head back, Belial unleashed a roar that produced an immense shockwave that caused the very air to tremble. Windows shattered because of the shockwave. A beam of red energy burst from his eyes and blew up a building. He lived for destruction as dark energy radiated off his body like a flame. Belial calmed down to only growl and snarl. Looking ahead, he spotted two figures standing in the distance. They were Rei Hikari and Shun Hirokawa, the two responsible for killing his servants, Faust and Mephisto.

Shun and Rei stared back at Belial. They could feel his killing intent and the way the dark being was staring at them was anything but pleasant. Those eyes promised torment and pain in various degrees. Since they had been the ones to destroy his servants, then Belial would make their treatment excruciating. This was it. This was what everything was leading up to. This was what they had prepared for.

"Raymon, are you ready?" Shun asked his partner in the Ray Buckler.

"_Ready as you are_," answered Raymon.

"Ikuyo," said Rei as he gripped his Soul Gem and narrowed his eyes. He held it to his chest and closed his eyes, activating the magic within as the Soul Gem fused with his chest. His eyes then snapped open as he threw his fist into the air.

"RAYONIX RELOAD!" they called together. Their bodies burst with intense light as they activated their respective transformations.

* * *

><p>The Puella Magi were perched upon a nearby building. They were waiting for the signal. They had trained for this and had spotted the comet coming. It wasn't everyday that a handful of middles schoolers would be tasked with the protection of the Earth. They had never expected to face anything of this magnitude when they first became Puella Magi. Witches and rival Puella Magi, maybe, but alien invaders were not exactly mentioned. Of course that all changed when Rei came into their lives and fought alongside them.<p>

At first they had believed that Walpurgis Night had been powerful, but then Faust appeared and changed all that and changed the rules by creating Pseudo Witches. That Rayblood had forced Rei to sacrifice his life for them and as a result all the Puella Magi on Earth were no longer in danger of becoming Witches. Then, Mephisto came along and really fucked up with the rules as he turned Witches back into Puella Magi that were loyal only to him. The Dark Puella Magi had been a threat but not as big as a threat as Mephisto. Fortunately, they had Rei's successor Shun at their side and also Rei was back.

It did come as a shock to them to learn Rei's origins. But what really stunned them was that the true enemy could make their previous opponents look like nothing in comparison. As soon as the comet crashed they had seen the explosion and sensed the dark energy within it. It just so happened the true enemy was the ancestor of the Rayblood race and also their god. They never signed up for this but now they were involved and would have to support their two friends in this battle for Earth.

Once the five girls saw a blue and red pillar of light shoot into the sky before spreading out to form a Barrier that would contain the fight and any damage within that area, they knew it was time. "There's the signal," said Madoka. "It's time to go." Rei and Shun were going to need all the help they could get now. The entire world was counting on them even if they didn't know it.

* * *

><p>Rayonix-Rei and Rayonix-Shun were already on the attack, fists smashing rapidly and without pause upon Belial who just took them without retaliation. In the midst of the assault he was being pushed back with each blow. He didn't dodge nor did he retaliate. He didn't even try to counter or defend himself. He just kept taking the punches without resistance. The two Rayonixes then slammed their palms into Belial and sent him flying, causing him to crash explosively into a building. Hope whoever owned it had insurance.<p>

"OK, that was too easy," admitted Rayonix-Rei. He had expected more from this 'Ultimate Evil'.

"You're right, he wasn't even fighting back," agreed Rayonix-Shun. Something just didn't feel right. Faust and Mephisto at least put up a fight but Belial didn't even try to block their attacks.

As the dust settled, Belial walked forward and cracked his neck from side to side. Rayonix-Rei and Rayonix-Shun got into defensive stances as the dark being looked to them. Belial suddenly dashed straight at them with blinding speed. Rayonix-Rei was struck and sent flying before Rayonix-Shun was sent skyward by an upward heel kick to the jaw. Belial then jumped up and slammed Rayonox-Shun into the ground with a violent axe kick, creating a hole in the shape of his body upon impact. Rayonix-Rei managed to stop his flight before he hit a building but Belial was instantly in front of him and with a downward punch slammed him face first into the ground. He then began to stomp repeatedly upon Rayonix-Rei's back, causing the ground to shake with each stomp.

An energy blast struck Belial in the back and he stopped his abuse on Rayonix-Rei before turning around to face Rayonix-Shun who had his arm extended forward like he had thrown something. Pointing a finger at Rayonix-Shun, he fired a thin beam of red energy that flew past Rayonix-Shun. The beam hit a building and it was sliced in half at an angle. Rayonix-Shun froze in shock. Belial then appeared before him and knocked him into the building, before tossing in an energy which caused the entire thing to blow up and bury Rayonix-Shun in burning rubble.

Cracking his head from side-to-side, Belial looked at the Barrier and then roared. The shockwave caused by his roar cracked the Barrier and then it finally shattered. Slowly, he began to ascend. That was when he was assaulted again as several rockets exploded against him. Then, several swords and gunshots flew into the smoke cloud. Pink arrows of energy were also fired into the smoke cloud.

The five Puella Magi had arrived and found both Rayonixes beaten. When they saw Belial shattering the Barrier, they knew they needed to act fast. They had attacked with everything they had as planned.

Too bad it wasn't enough.

Meanwhile, Rei rose from the ground, injured and forced back into human form by the punishment he'd received. Shun, of course, stumbled out of the burning rubble, injured. He limped over to Rei and helped him up. "You okay?" Shun asked.

"Ask me after the world stops spinning," groaned Rei. Looking up, they saw the girls battling against Belial and failing. "They aren't even putting a dent in him." Shun gasped as Belial's fist buried itself into Kyouko's midsection and shot her across the sky until She crashed into a window. Mami also met the same fate as she was sent tumbling along a rooftop by a kick as her guns were snapped in half. Sayaka's swords broke when they connected with Belial and he backhanded her with enough force to shatter bone as she was sent crashing down upon a bench. Homura tossed a pipe bomb at Belial who caught it but the explosion didn't even faze him. Madoka aimed and fired only for him to dodge and then shoot towards the two girls and slammed them to the ground with downward punches.

"They're getting killed," grunted Shun.

"We have to help them," said Rei, groaning. He raised his Soul Gem but he flinched as his wrist felt broken. "Dammit!" he cursed.

"Raymon!" Shun shouted to Raymon. Suddenly, light shot out of the Ray Buckler and time stopped. The two young men eyes then widened as they saw Raymon standing before them. Because it was his form they had been using to fight, it did not come as a surprise that he wore the Rayonix armor.

"Raymon," said Rei.

"Belial is strong," stated Raymon.

"Yeah, no shit," Shun shot back as he interrupted Raymon. "Tell us something we don't know, Mr. Obvious."

"And Belial is powerful, but I realize there must be a reason why he came to Earth," added Raymon. "I finally concluded that Belial came to Earth out of fear."

"Fear?" Shun and Rei repeated.

"Yes, fear, and he came to eliminate the source of this fear," Raymon continued. "What he fears is something he does not understand, something you both possess. It is what defeated his two servants and he could not allow it to grow stronger. You both possess the power he fears: the power of Light & Hope." Raymon then focused on Rei, "Rei, I accepted you as my partner because you possessed something I did not have. You were the Light that I've been missing all my life.

Rei responded, "Raymon…"

Raymon turned to look at Shun, "Shun, I chose you because despite the fact you were going to die you still chose to live with dreams of a brighter tomorrow. You possess great Hope, something I've always been after."

Shun remarked, "Raymon…"

Raymon finished, "Rei, Shun, you both are the Light and Hope of this world. You both are the elements that give birth to a Miracle. Now, become one with me and let us show Belial what a true Miracle looks like!"

Rei nodded and Shun grinned.

Raymon put his hand out, palm down as Rei and Shun's hand joined his. The three people who formed Rayonix nodded to each other and then drew their arms back before punching the air with uppercuts.

"**RAYONIX RELOOOOOOOOAD!-!-!"**

Their bodies exploded with radiant light that put the sun to shame.

* * *

><p>Belial couldn't comprehend what was happening. His opponents in the past either perished or surrendered when facing his power. However, these female Earthlings were resisting against him and were not backing down. No matter what he did to them, they got back up for more. No matter what they did he would shrug off or deflect but they continued to attack. What was this? Why weren't they surrendering or begging for mercy? Why?<p>

It just didn't make sense!

He witnessed as a pillar of light appear out of the corner of his eye. The Puella Magi battling him also saw the pillar of light. It felt warm and comforting. The pillar then shrunk and a figure stood where the pillar had arisen. It was Rayonix, in his blue bodysuit with red gloves and boots. His chest-piece and helmet shone brightly as his yellow eyes glowed. Set in the centre of his chest was a green stone that shone as brightly as his eyes. Mounted on his midsection was the Ray Buckler. Rising into the air, he released particles of light that sparkled and rained down on the Puella Magi. Their injuries vanished and they felt reenergized. Belial growled in irritation. Just why were they still resisting him?

With a shout, Rayonix unleashed his full power and assumed Burst Mode. His bodysuit turned blood red as his gloves and boots turned pitch black. His chest-piece remained silver with the stone mounted in the centre shining brightly. Now in Burst Mode, Rayonix was ready. He shot towards Belial like a rocket, closing the gap between himself and the dark being before he swung. The energy blade went slashing across Belial's chest and for a split second, one would see Shun in Rayonix's place as the blade connected.

Belial snarled as he was sent staggering back as sparks exploded from his chest. Another blade of light connected with his chest, causing another explosion of light. Rayonix then pointed his right arm forward, a bow of energy forming as he pulled the string. Taking aim, he released the string and an energy arrow shot towards Belial. Belial roared and shattered the energy arrow with his own energy but then a flurry of arrows shot towards Belial and he cried out as their pierced his body.

Growling, Belial shot towards Rayonix and hit him in with a flying kick. Belial followed this up with a punch across Rayonix's face before knocking him back with a brutal backhand. Rayonix caught Belial's next punch and smashed his fist into Belial's face, sending him reeling backwards. For a split second, Rayonix was replaced by Rei. With a might kick to the midsection, Belial was sent staggering further backwards.

Belial snarled and thrust his fist forward but Rayonix blocked it and pushed it aside. He blocked a kick coming from his left but wasn't fast enough to block the punch in his face which knocked him back. Rayonix ducked under another roundhouse kick and leaped forward, using a head-butt to knock Belial back.

"Is that Rei-san or Shun-san?" Madoka asked as she watched the fight.

"It's both of them," said Mami and Kyouko in unison. It just made sense.

Lunging forwards, Rayonix landed a karate chop upon the base of Belial's neck, forcing him down to his knees. Growling, Belial thrust his palms forward and pushed Rayonix back with an energy blast, sending him skidding backwards until he fell on his back. He saw Belial coming down to smash his face in with his foot and he rolled out of the way as Belial struck, causing a crater to form where his head used to be.

Rayonix quickly made some distance between himself Belial by somersaulting backwards. Belial, frustrated, fired a beam of dark energy at Rayonix who now stood between him and the Puella Magi. Prioritizing their safety, Rayonix formed a shield of energy and blocked the energy blast. It pushed him back but Rayonix pushed forward, putting more power into the shield in order to protect the girls.

"They needs our help," concluded Homura. Madoka took her right hand in her left. "Madoka?"

"Let's help them then," said Madoka resolutely. She took Sayaka's left hand in her right and stood between them, gripping their hands firmly. Their bodies glowed with light in their respective colors. Kyouko and Mami, instantly understanding, took their positions next to Sayaka and Homura respectively. Kyouko took Sayaka's free hand in hers as her body glowed red. Mami's body glowed with a yellow aura as she clenched Homura's hand. Pink, blue, violet, red and yellow light now radiated off their bodies as they stood behind Rayonix who was struggling to maintain his shield. The light around their bodies then flew into Rayonix's back harmlessly as his body began to glow as well. The bright light broke Belial's concentrated as he shielded his eyes. Rayonix's body was shining brightly like the sun and when it faded he had completely transformed.

He wore a silver bodysuit covered in shining silver armor on his chest along with matching gauntlets and greaves. Mounted on his back was a pair of sharp, metallic wings. The silver armor was trimmed in red on the chest and had blue bands around the wrists and ankles. The Ray Buckler and Soul Gem had also combined and were now fused to the centre of chestplate. His eyes were glowing gold and he let out a battle cry as he got into a stance.

The Puella Magi stopped glowing and were back in civilian attire. They had given their power to Rayonix, turning him into this new form. He was now Rayonix Silver.

Belial, outraged, roared and charged towards the silver warrior but a single punch from Rayonix Silver knocked him onto his back. Snarling, he rose back up and began throwing punches at Rayonix Silver who easily blocked with his forearms before being hit hard in the midsection with a forward snap kick. The force behind the kick was enough to send Belial skidding backwards. He fell upon one knee and then glared up at Rayonix Silver hatefully. Getting back up, Belial charged at Rayonix Silver who calmly walked towards him. Belial performed a roundhouse which Rayonix Silver blocked before the silver warrior slammed an energized punch into his chest, pushing Belial backwards. The crimson stone in the dark warrior's chest cracked from the hit and his energy began to bleed out much to his horror. Rayonix Silver then performed a charged double palm thrust that pushed Belial further back. He produced a pair of energy blades and slashed Belial across the chest, causing him to howl as red sparks burst from the impacted area with more of his energy bleeding out. Belial reeled backwards, stunned by this development.

"Sugoi," let out Madoka in awe.

"He…they are beating him," said Homura.

"Come on, Shun!" Kyouko cheered.

"Gambatte, Rei-san!" Mami encouraged.

The wings on Rayonix Silver's back spread out and shone as he put his left hand upon his right wrist. Energy began charging in his right fist and then he struck Belial with a charged uppercut. Shun and Rei's images superimposed themselves onto Rayonix Silver as the blow was dealt. A beam burst from his fist and sent Belial flying high into the air, going higher and higher until he was blasted clear off the planet and out into space. Roaring, Belial shattered the beam with his own strength. He glared down, his enhanced vision focused directly upon Rayonix Silver and he roared as he prepared to unleash an attack that would take out Rayonix and this miserable planet.

Meanwhile, Rayonix Silver was preparing his own finishing blow. He crossed his arms at the wrist in front of his chest, his wings spreading out. He then spread his arms to the side with his arms glowing. Particles of light were absorbed into his angelic metal wings and into his body like a solar panel absorbing sunlight. Finally, he put his glowing arms in the familiar L-position and got ready.

Belial unleashed a powerful beam of dark energy that surged straight for Rayonix Silver and the silver warrior countered with his own beam. Their attacks crashed right in the middle and the dark warrior assumed that he was victorious until Rayonix Silver howled and unleashed his full power. Pink, blue, red, yellow and violet light mixed into his attack and his beam of light swallowed up Belial's beam of darkness, much to the dark being's shock. Rayonix Silver's attack crashed against him, shattering his body. Roaring in disbelief, the dark warrior was vaporized in an instant leaving no trace of him left. Not even debris was left.

Down on Earth, the Puella Magi saw an explosion and a bright flash which was the result of Belial destruction. Rayonix Silver put his arms down and watched as the flash lit up the sky before fading. Putting his hands to his hips, he puffed his chest forward proudly.

"They did it…" said Kyouko and then she shouted, "THEY DID IT!" She pulled Homura and Sayaka into hugs, much to their discomfort.

Rayonix Silver's body glowed and then he split into three individual figures: Reika Akari, Shun Hirokawa and finally Raymon.

"Raymon?" spoke Reika as she looked at her partner.

"Rei, Shun, I thank you both for allowing me to fight by your side," said Raymon gratefully, "But now is time for me to go."

"Wait, what do you mean?" Reika asked.

"I was looking for something, something important and now I've finally found it," said Raymon, "That is why I've been reborn."

"So, you've finally found what you've been looking for all this time," said Shun.

"Yes, and I found it within you both," he said. "Light," Raymon stated as he looked to Rei, "And Hope," he stated as he focused his eyes upon Shun. "Thank you both, my friends and farewell." He rose off the ground and glowed before shooting into the night's sky.

"Sayonara, Raymon," said Reika.

"Ja ne," added Shun.

The Puella Magi rejoined the two, Kyouko taking Shun's hand as Mami took Reika's. "So, where is he off to?" Kyouko asked as she watched Raymon leave Earth.

"He's going to find his own destiny in the stars," said Shun. He couldn't help but feel saddened by Raymon's departure. He looked down at the Ray Buckler in his hand and smiled. That alien had given him a reason to live and a new life.

"He'll be back, though," said Reika confidently. She would miss Raymon. They had been partners for most of the year and in Reika's heard they would always be partner

"How can you be sure?" Mami asked her boyfriend/girlfriend.

"Call it a hunch," said Reika. She kissed Mami on the lips and pulled back after several seconds. "Happy New Year, Mami-san."

Kyouko grabbed Shun by his jacket and pressed her lips firmly against his, only releasing him once air was needed. The genetically engineered human fell on his rump in surprise, dazed. She laughed and helped him up.

Madoka just smiled as she watched the exchange and then smiled at Homura. Blushing, Homura smiled back and Sayaka just grinned.

* * *

><p><strong>KAMEN RIDER CHROME: We just have one last thing to wrap this whole thing up. I'm talking about the epilogue people. I'd like to thank everyone who has helped me with this story and thank you for all your support. It means a lot to me. I just want you all to know that you all have been great and encouraged me to finish this story. I apologize if the story is a bit too short and maybe rushed but well I had to compile stuff into 12 chapters, plus a prologue and epilogue. I'd like to also thank Warlord-Xana, Snake Screamer and Shadow Element 13 for all their help.<strong>


	15. Epilogue

**EPILOGUE: TOWARDS THE FUTURE, TOGETHER**

Sitting at a table on a balcony, drinking tea was Topper Liquer and sitting across from him was the Incubator. The white feline-like creature was enjoying some cookies as Topper spoke, "This world has changed so much since last year."

'_Yes, it has_,' Incubator admitted. _'The impossible has happened several times.'_

"Which just proves that nothing is impossible, is it, Kyuubey?" Topper added, smiling.

'_You're right about that_,' Kyuubey agreed as he continued to munch on cookies.

* * *

><p>Two months after the battle with Belial, it was now March. Shin exited his apartment with a huge backpack on, looking like he was going camping. However, the truth was he was going traveling. "The open road," said Shun as he looked on ahead, "Miles and miles of open road." He gripped and adjusted his backpack straps. "And a journey starts with a single step."<p>

**WHAP!**

"Woah! Woah!" Shun stumbled, waving his arms about to maintain balance. He then spun around and glared at Kyouko. "Kyouko!" he snapped. He then noticed the heavy backpack she had on. "Hey, what's with the backpack?"

"I decided I'd go with you," said Kyouko, "I want to see the world too and there's no way I'm letting you just ditch me."

"What about school?" Shun asked.

"The world will be our classroom, and I think we'll learn more if we travel together. Isn't that why you're doing this?" Kyouko replied as she smiled at him.

"Well, I grew up in a lab. The only way I ever saw the world was in books," he replied. She took his hand.

"Then let's see the world with our own eyes," said Kyouko. "Besides, I want to see what the food in other countries is like." She then took a box of Pocky.

Shun returned the smile and said, "Well, lead the way." Walking side-by-side, the two went down the road towards the future. They didn't notice that they were being followed by a ball of light.

* * *

><p>A month later, it was early April and the new school year had begun for Homura, Madoka and Sayaka. They were now in their final year in Mitakihara Middle School. Madoka sat at her desk with a letter in her hand. The letter was from Kyouko and Shun and sent along with a picture of them both in front of the Roman Coliseum. Sayaka read over Madoka's shoulder and whistled, "Man, they weren't kidding when they said they were going to go all around the world. I'm almost jealous."<p>

"They seem really happy," noted Madoka with a sigh.

"You miss them, don't you?" Sayaka asked,

"Of course I do, Sayaka-chan," said Madoka, "But I'm glad everyone's happy." It really had been over a year since they became Puella Magi which was when their adventures had begun. They had battled Witches and saved the city, not to mention the world, from evil aliens. Nobody would know of this but it did not matter. All that mattered was that there was a tomorrow to look forward to.

Homura entered and Madoka called, "Homura-chan! Homura-chan! Look! Kyouko-san and Shun-san sent me a letter!"

* * *

><p>Mami and Reika were walking towards their new high school. They were first years of Mitakihara Girls High School and were walking hand-in-hand through the gate. Mami, for being so beautiful, instantly gained admirers but her eyes were only on the girl she was with. Reika, after reestablishing her existence in this world, went back live with her family. It wasn't really odd, to be honest, considering Reika's circumstances. With her return, her existence had been restored to the timeline and it was like she had never left. She was reunited with her family. Of course, everyone's memories of her male alter-ego, Rei Hikari, had been replaced with memories of Reika Akari.<p>

Reika still cooked breakfast for Mami, not to mention prepare her lunch for her and make her dinner. It took Reika awhile to convince her parents to let her stay with Mami and keep her company. They both gave into her demands but with a few compromises. Reika was happy just to be able to be with Mami.

Reika did miss Raymon but she was happy that her former partner was now freely enjoying his life in the stars. She may not have heard from him in months, but she knew that he'd be back one day. She stared down at her ring which contained her Soul Gem as a cherry blossom petal landed on her nose. Mami picked it off her nose and giggled before they two walked towards their classroom.

They were still Puella Magi and used their powers to battle against Witches and the forces of evil. That had yet to change. However, now they lived with new hope for the future. As Reika and Mami entered their classroom, they didn't notice as a ball of light followed them inside.

* * *

><p>The girls were in a Barrier, facing against a Witch with a humanoid upper half but her lower half looked like an octopus. Reika had taken Kyouko's place and smiled as she clenched her Soul Gem. In a flash she transformed, donning herself in a costume inspired by Raymon. It was a blue bodysuit with red gloves and boots as her Soul Gem was mounted on her chest. She didn't wear a mask anymore but that didn't make her any less of a Kamen Rider. She could still feel Raymon's spirit fighting alongside her as she and the others leapt into action with their respective battle cries.<p>

**-FIN-**

**KAMEN RIDER CHROME: And that is the end of Rayonix: The Puella Magi Guardian. While they can't stop being Puella Magi, everyone has their happy ending as they should be. Reika's existence has been reestablished in the timeline, but she can still turn into Rei whenever she wants and is now a Puella Magi but one contracted to Topper, not Kyuubey. Reika's going to high school with Mami. Sayaka, Homura and Madoka are still in Mitakihara Middle School and Kyouko and Shun are traveling the world, meeting Puella Magi from other countries.**


End file.
